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

Shareholders back value-creating deal to form larger, more diversified regional utility

Apr. 2, 2026 at 6:19pm

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NorthWestern (NASDAQ:NWE) shareholders voted at a virtual special meeting to approve the company's pending all-stock merger with Black Hills Energy. The combined company, to be named Bright Horizon Energy, will have greater scale, diversification, and long-term growth potential, according to NorthWestern's board and management.

Why it matters

The merger is expected to increase the combined company's long-term targeted EPS growth, provide strong and predictable earnings and cash flows, and support a high-quality credit profile. The larger, more resilient utility will be better positioned to meet growing energy needs in its multi-state service territory.

The details

Under the deal structure, NorthWestern shareholders will receive 0.98 shares of Black Hills for each outstanding NorthWestern share, resulting in approximately 44% pro forma ownership for NorthWestern shareholders. The combined company's 11-member board will include six directors from Black Hills and five from NorthWestern, with Black Hills Chair Steve Mills expected to serve as chair and NorthWestern's Linda Sullivan chairing the nominating and governance committee. Brian Bird of NorthWestern will serve as CEO, with other key executive roles filled by leaders from both companies.

  • The companies expect to close the transaction in the second half of 2026, pending necessary approvals.
  • Shareholders were asked to vote on three proposals, all of which were approved according to preliminary results.

The players

NorthWestern Corporation

A regulated energy company that delivers electricity and natural gas to residential, commercial and industrial customers in its multi-state service territory.

Black Hills Energy

An energy company that provides electricity and natural gas to customers in the Mountain West, North Central and Southeast regions of the United States.

Bright Horizon Energy

The name of the combined company that will result from the merger of NorthWestern and Black Hills Energy.

Linda Sullivan

Independent chair of NorthWestern Energy Group's board.

Brian Bird

President and CEO of NorthWestern, who will serve as CEO of the combined Bright Horizon Energy company.

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What they’re saying

“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.”

— Linda Sullivan, Independent chair of NorthWestern Energy Group's board

“better positioned to deliver long-term value to our customers, communities, and shareholders.”

— Linda Sullivan, Independent chair of NorthWestern Energy Group's board

“a 'tax-free all-stock merger,' with NorthWestern shareholders to receive 0.98 shares of Black Hills for each outstanding NorthWestern share.”

— Brian Bird, President and CEO of NorthWestern

“increase the combined company's long-term targeted EPS growth 'up to 5.7%,' compared with '4%-6% individually for each company'.”

— Brian Bird, President and CEO of NorthWestern

“a 'more resilient utility' positioned to meet growing energy needs safely, reliably, and cost-effectively.”

— Brian Bird, President and CEO of NorthWestern

What’s next

The companies expect to close the transaction in the second half of 2026, pending necessary regulatory and shareholder approvals.

The takeaway

The merger of NorthWestern and Black Hills Energy will create a larger, more diversified regional utility with greater scale and growth potential, positioning the combined Bright Horizon Energy company to better serve customers and shareholders in its multi-state service area.