NorthWestern (NWE) and Black Hills (BKH) sign all-stock merger; NWE shareholders get 0.98 BKH share

NorthWestern Energy Group, Inc.

All-stock merger: each NWE share receives 0.98 BKH share; combined company NewCo to be based in Rapid City, SD.
Brian Bird (NWE CEO) becomes CEO of NewCo; Black Hills CEO Linden Evans to retire post-closing.
NewCo board: 11 members – 6 from Black Hills (including chair), 5 from NorthWestern.
Conditions: shareholder votes, FERC and state utility approvals, HSR clearance; termination fee $100M.
All restricted stock vests at closing; performance RSUs convert to time-based on greater of target/actual.

item 1.01 item 5.02 item 5.03 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

NorthWestern Energy Group, Inc.: Added new exclusive forum provision (Section 7.7) designating Delaware courts for certain legal actions (effective 2025-08-18).

Change: bylaw amendment
Effective: 2025-08-18

Exact text from the filing

adds a new Section 7.7, which designates the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware or, if such court does not have jurisdiction, the federal district court for the District of Delaware) as the sole and exclusive forum for certain specified legal actions involving NorthWestern

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NorthWestern Energy Group, Inc. filing history →

Source: SEC EDGAR

accession 0001993004-25-000143

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