NorthWestern Energy Group (NWE) Proxy filing summary

Executive summary

• Black Hills Corporation and NorthWestern Energy Group, Inc. propose an all-stock merger, with NorthWestern becoming a wholly owned subsidiary of Black Hills and the combined entity adopting a new name to be announced later.

• NorthWestern shareholders will receive 0.98 shares of Black Hills common stock for each NorthWestern share held; Black Hills will increase authorized shares to 300 million and authorized indebtedness to $20 billion.

• The merger aims to create a stronger, more diversified utility with enhanced scale, regulatory and geographic diversity, and improved financial flexibility.

• The transaction is expected to close in the second half of 2026, subject to regulatory and shareholder approvals.

Voting matters and shareholder proposals

• Black Hills shareholders will vote on: (1) issuance of shares for the merger, (2) increase in authorized shares, (3) name change to Bright Horizon Energy Corporation, (4) increase in authorized indebtedness, (5) advisory vote on merger-related executive compensation, and (6) adjournment proposal.

• NorthWestern shareholders will vote on: (1) adoption of the merger agreement, (2) advisory vote on merger-related executive compensation, and (3) adjournment proposal.

• Approval of key proposals by both companies’ shareholders is required to complete the merger.

Board of directors and corporate governance

• The combined company (Newco) will have an 11-member board: six designated by Black Hills (including the chair) and five by NorthWestern (including the CEO and NorthWestern’s board chair).

• Brian B. Bird (NorthWestern CEO) will become CEO of Newco; the Black Hills CEO will retire at closing.

• The headquarters will be in Rapid City, South Dakota, with a strong operational presence across the combined service area.