NorthWestern Shareholders Approve All-Stock Black Hills Energy Merger, Bright Horizon Energy Planned

Key Points

• Shareholders approved NorthWestern’s tax-free, all-stock merger with Black Hills under which NorthWestern holders will receive 0.98 shares of Black Hills per NorthWestern share, resulting in roughly 44% pro forma ownership; the combined company will be named Bright Horizon Energy and the deal is expected to close in the second half of 2026.
• Leadership and governance plan names Brian Bird as CEO with an 11-member board split six Black Hills/ five NorthWestern (Steve Mills expected as chair) while both utilities keep their operating names, and the transaction is projected to be accretive to EPS in the first year and lift long-term targeted EPS growth to up to 5.7%.

NorthWestern NASDAQ: NWE shareholders voted at a virtual special meeting to approve the company’s pending all-stock merger with Black Hills Energy, according to preliminary tabulations reported during the event.

Board and management framed merger as value-creating

Linda Sullivan, independent chair of NorthWestern Energy Group’s board, said the company was seeking shareholder approval for the transaction and described it as “a compelling and value-creating opportunity for our shareholders that builds a stronger, more resilient regional utility with greater scale, diversification, and long-term growth potential.” She added that the combined company would be “better positioned to deliver long-term value to our customers, communities, and shareholders.”

Transaction terms and combined-company structure

President and CEO Brian Bird outlined the deal structure and key elements of the planned combination. Bird said the merger is structured as a “tax-free all-stock merger,” with NorthWestern shareholders to receive 0.98 shares of Black Hills for each outstanding NorthWestern share. He said this would result in approximately 44% pro forma ownership for NorthWestern shareholders.

Bird also described leadership and governance plans for the combined business. He said he would serve as CEO, with additional executive roles named as follows: Marnie Jones of Black Hills as chief operating officer, Crystal Lail of NorthWestern as chief financial officer, and Kimberly Nooney of Black Hills as chief integration officer.

On the board, Bird said the combined company would have an 11-member board of directors, with six directors designated by Black Hills and five designated by NorthWestern. He said the NorthWestern slate would include Bird and Sullivan. Black Hills Chair Steve Mills is expected to serve as chair of the combined company board, while Sullivan is expected to chair the combined company’s nominating and governance committee.

Bird said the combined entity would be named Bright Horizon Energy, while operating companies would retain their current names and continue serving customers as NorthWestern Energy and Black Hills Energy in their respective jurisdictions. The headquarters is planned for Rapid City, South Dakota, with leadership and operational support offices remaining across the multi-state service territory.

Strategic rationale and expected financial profile

Bird said the combination is expected to increase scale across a “continuous service territory,” improve diversification, and create a “more resilient utility” positioned to meet growing energy needs safely, reliably, and cost-effectively.

He also highlighted expected financial and capital-market impacts. Bird said the transaction would increase the combined company’s long-term targeted EPS growth “up to 5.7%,” compared with “4%-6% individually for each company.” He said the deal is expected to be accretive to each company’s EPS in the first year after closing and to provide “strong and predictable earnings and cash flows” with “more efficient access to capital” intended to be credit-enhancing and support a high-quality credit profile.

Bird said the combined company would be better positioned to pursue accretive growth opportunities than either company could achieve independently and described the merger as bringing together “two complementary teams with shared cultures focused on operational excellence and exceptional customer service.”

He also addressed other stakeholder considerations, saying customers would continue receiving the same service “from a much larger organization,” that the combined company would aim to remain “an employer of choice” with “enhanced opportunities” due to greater scale, and that it would maintain strong operational leadership in each service territory with continued support for civic and philanthropic organizations.

Timing, approvals, and shareholder vote results

Bird said the companies expect to close the transaction in the second half of 2026, assuming all necessary approvals are received. He added that filings for required approvals had been made.

Corporate Secretary Tim Olson reported that Broadridge Financial Solutions, serving as the independent inspector of elections, stated that notice of the meeting and the joint proxy statement/prospectus related to the merger were mailed or made available on Feb. 6, 2026, to shareholders of record as of Feb. 2, 2026. Olson said the meeting was duly called with timely and proper notice and that a quorum was present.

Shareholders were asked to vote on three proposals, each recommended by the board:

• The merger agreement adoption (the “NorthWestern merger proposal”)
• An advisory vote on merger-related compensation arrangements for NorthWestern’s named executive officers
• A meeting adjournment proposal, authorizing adjournment if necessary

After the polls closed, Olson said preliminary tabulations indicated shareholders approved all three proposals. He noted that Broadridge would provide final tabulations after the meeting and that the company plans to file a Form 8-K within four business days to report final voting results.

Sullivan then adjourned the meeting, thanking shareholders for their participation and support.

About NorthWestern NASDAQ: NWE

NorthWestern Corporation NASDAQ: NWE is a regulated energy company that delivers electricity and natural gas to residential, commercial and industrial customers. Through its Electric Operations and Gas Operations segments, the company operates an extensive network of distribution lines, substations and pipelines. NorthWestern's services encompass the delivery of power sourced from regional transmission systems and the procurement, storage and distribution of natural gas to end users.

Electric delivery services include the management of distribution infrastructure, customer metering and system reliability programs.

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