# NorthWestern Energy Group, Inc. (NWE) — merger [pending]
Source: SEC API (secapi.ai) · situation sit_73ed4bce6f81d750964f · retrieved 2026-08-11T16:13:20.459Z

## Overview
NorthWestern Energy Group, Inc. provides electricity and natural gas service to approximately 850,300 customers in Montana, South Dakota, Nebraska, and Yellowstone National Park through regulated utility subsidiaries.

NorthWestern Energy Group and Black Hills Corporation entered into a Merger Agreement on August 18, 2025, providing for an all-stock merger of equals. The combined company will be named Bright Horizon Energy. Shareholders of both companies approved the merger in April 2026, and the Hart-Scott-Rodino waiting period expired on April 20, 2026. Regulatory approvals have been received from FERC (May 2026), the Nebraska Public Service Commission (May 2026), and the South Dakota Public Utilities Commission (June 2026). A settlement agreement with key Montana intervenors was reached in April 2026, with a hearing held in May 2026; the Montana Public Service Commission's final order is pending. The transaction is anticipated to close by year-end 2026, subject to satisfaction or waiver of closing conditions.

## Terms
- Counterparty: Black Hills Corporation · Consideration: stock · Price/share: $0.98

## Key dates
- Announced 2026-01-22 · Vote 2026-04-02 · Expected close 2026-12-31

## Timeline
- 2026-01-22 · 425 (0001993004-26-000002): 425 - NorthWestern Energy Group, Inc. — *NorthWestern Energy Group, Inc. is a regulated energy service company providing electric and natural gas utility services to approximately 842,000 customers in Montana, Eastern South Dakota, Nebraska, and Yellowstone National Park.* NorthWestern Energy Group, Inc. is party to an Agreement and Plan of Merger dated August 18, 2025, with Black Hills Corporation and Black Hills' wholly owned subsidiary River Merger Sub Inc. The combined company will serve 2.1 million customers across eight contiguous states: Arkansas, Colorado, Iowa, Kansas, Montana, Nebraska, South Dakota, and Wyoming. NorthWestern currently serves approximately 842,000 electric and natural gas customers in Montana, Eastern South Dakota, Nebraska, and Yellowstone National Park. The merger requires regulatory approval from the Montana Public Service Commission, Nebraska and South Dakota regulatory commissions, and FERC, with a public hearing scheduled for May 2026. The parties anticipate completion by the end of 2026.
  https://www.sec.gov/Archives/edgar/data/1993004/0001993004-26-000002.txt
- 2026-02-06 · DEFM14A (0001104659-26-011567): DEFM14A - NorthWestern Energy Group, Inc. — *Black Hills Corporation is a customer-focused energy solutions provider serving 1.35 million customers across eight states (Arkansas, Colorado, Iowa, Kansas, Montana, Nebraska, South Dakota, and Wyoming) through its Electric Utilities and Gas Utilities operating segments; NorthWestern Energy Group, Inc. provides electricity and natural gas to approximately 842,100 customers in Montana, South Dako…* Black Hills Corporation and NorthWestern Energy Group, Inc. have entered into a Merger Agreement dated August 18, 2025, under which River Merger Sub Inc., a wholly owned subsidiary of Black Hills, will merge with and into NorthWestern, with NorthWestern continuing as the surviving corporation and a direct subsidiary of Black Hills. NorthWestern shareholders will receive 0.98 shares of Black Hills common stock for each share of NorthWestern common stock held. The combined company will be renamed to a yet-to-be-determined name prior to or upon completion of the Merger. Shareholder meetings are scheduled for April 2, 2026, with Black Hills shareholders voting at 10:00 a.m. Mountain Time and NorthWestern shareholders voting at 11:00 a.m. Central Time. The transaction is expected to close in the second half of 2026, subject to receipt of necessary regulatory approvals and shareholder approvals.
  https://www.sec.gov/Archives/edgar/data/1993004/0001104659-26-011567.txt
- 2026-07-30 · 8-K (0001993004-26-000052): 8-K - NorthWestern Energy Group, Inc. — *NorthWestern Energy Group, Inc. provides electricity and natural gas service to approximately 850,300 customers in Montana, South Dakota, Nebraska, and Yellowstone National Park through regulated utility subsidiaries.* NorthWestern Energy Group and Black Hills Corporation entered into a Merger Agreement on August 18, 2025, providing for an all-stock merger of equals. The combined company will be named Bright Horizon Energy. Shareholders of both companies approved the merger in April 2026, and the Hart-Scott-Rodino waiting period expired on April 20, 2026. Regulatory approvals have been received from FERC (May 2026), the Nebraska Public Service Commission (May 2026), and the South Dakota Public Utilities Commission (June 2026). A settlement agreement with key Montana intervenors was reached in April 2026, with a hearing held in May 2026; the Montana Public Service Commission's final order is pending. The transaction is anticipated to close by year-end 2026, subject to satisfaction or waiver of closing conditions.
  https://www.sec.gov/Archives/edgar/data/1993004/0001993004-26-000052.txt

## Citations
- 0001993004-26-000002 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000199300426000002
- 0001104659-26-011567 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926011567
- 0001993004-26-000052 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000199300426000052