Form 11-K BLACK HILLS CORP /SD/ For: Dec 31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
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x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended |
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OR |
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o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from __________ to __________ |
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Commission File Number 001-31303 |
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
BLACK HILLS CORPORATION 401(k) RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
7001 Mount Rushmore Road
Rapid City, South Dakota 57702
BLACK HILLS CORPORATION 401(k) RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
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FINANCIAL STATEMENTS: |
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SUPPLEMENTAL SCHEDULE: |
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Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets |
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NOTE: All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosures under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable. |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Participants and Plan Administrator of
Black Hills Corporation 401(k) Retirement Savings Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of Black Hills Corporation 401(k) Retirement Savings Plan (the “Plan”) as of December 31, 2025 and 2024, the related statement of changes in net assets available for benefits for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024, and the changes in net assets available for benefits for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Report on Supplemental Schedule
The supplemental schedule of assets (held at end of year) as of December 31, 2025 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in compliance with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, such schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
June 18, 2026
We have served as the auditor of the Plan since 2002.
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BLACK HILLS CORPORATION 401(k) RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31, 2025 and 2024
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2025 |
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2024 |
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Assets: |
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Investments - at fair value: |
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Participant-directed investments |
$ |
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$ |
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Cash |
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Receivables: |
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Employer contribution |
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Notes receivable from participants |
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Total receivables |
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Net assets available for benefits |
$ |
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$ |
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See Notes to Financial Statements.
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BLACK HILLS CORPORATION 401(k) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For The Year Ended December 31, 2025
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2025 |
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Additions to net assets |
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Contributions: |
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Participant contributions |
$ |
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Participant rollover contributions |
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Employer contributions |
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Total contributions |
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Investment income: |
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Net appreciation in fair value of investments |
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Interest and dividends |
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Total investment income |
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Other income: |
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Interest received on notes receivable from participants |
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Total additions to net assets |
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Deductions from net assets: |
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Administrative expenses |
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Benefits paid to participants |
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Total deductions from net assets |
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Increase in net assets available for benefits |
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Net assets available for benefits: |
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Beginning of year |
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End of year |
$ |
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See Notes to Financial Statements.
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BLACK HILLS CORPORATION 401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
As of December 31, 2025 and 2024 and for the Year Ended December 31, 2025
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(1) DESCRIPTION OF THE PLAN
The following description of the Black Hills Corporation 401(k) Retirement Savings Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the plan document for a more complete description of the Plan’s information.
General — The Plan is a defined-contribution plan for eligible employees of Black Hills Corporation and subsidiary companies (the “Company” or “Plan Sponsor”). The Plan is subject to the provisions of the Employment Retirement Income Security Act of 1974, as amended (ERISA) and is designed to comply with the provisions of Section 401(k) of the Internal Revenue Code (IRC).
Plan Administration — Charles Schwab Trust Bank (Charles Schwab) serves as custodian and trustee. The Plan is administered by the Black Hills Corporation Benefits Committee (the “Committee”). Schwab Retirement Plan Services, Inc. is the recordkeeper of the Plan.
Eligibility and Vesting — Employees meeting certain criteria, as defined in the Plan, are eligible to participate in the Plan one month following their date of employment. The Plan includes an automatic enrollment provision whereby all newly eligible employees are automatically enrolled in the Plan unless they affirmatively elect not to participate in the Plan. Automatically enrolled participants have their deferral rate set at
Participants are vested immediately in their contributions, plus actual earnings thereon. Vesting in the Company’s contribution portion of their accounts is based on years of service at a rate of
Contributions — Contributions to the Plan include (i) salary reduction contributions authorized by participants, (ii) matching contributions made by the Company, (iii) non-elective contributions made by the Company; and (iv) participant rollovers from another plan.
Participants may contribute up to
Company Matching Contributions — The Company makes a standard matching contribution which is equal to
Company Retirement Contributions — The Company Retirement Contributions are non-elective contributions made to eligible participants equal to a certain percent of their eligible compensation based upon their age and years of service at a certain date. All Company Retirement Contributions are invested as directed by the participant. Company Retirement Contributions of $
Rollover Contributions — Participants may also contribute amounts representing distributions from other qualified defined benefit or defined-contribution plans. Contributions are subject to certain IRC limitations. The Plan received $
Participant Accounts — Individual accounts are maintained for each Plan participant. As applicable, each participant’s account is credited with (i) the participant’s contribution, (ii) Company contributions, and (iii) Plan earnings. Participant accounts are also charged an allocation of Plan losses and administrative expenses. Allocations are based on participant earnings or account
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balances, as defined in the Plan document. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Investments — Participants may direct the investment of their contributions, the Company contributions and/or their account balances into various investment options offered by the Plan and may change investments and transfer amounts between funds daily. The Plan offers 21 investment options, including a common collective trust stable value fund, common collective trust Vanguard target retirement date funds TR1, Vanguard mutual funds, common stock of the Company, and a self-directed brokerage account feature, Schwab Personal Choice Retirement Account (PCRA). With respect to common stock of the Company, participants may direct up to
Notes Receivable from Participants — Participants may borrow a minimum of $
As of December 31, 2025, participant loans have maturities through August 29, 2038 at interest rates ranging from
Payment of Benefits — On termination of service with the Company (including termination of service due to death, disability, or retirement), a participant (or the participant’s beneficiary in the case of death) may generally elect to receive either a lump-sum amount equal to the value of the participant’s vested interest in his or her account, or installment payments.
Participants are also eligible to make hardship withdrawals from their deferred contributions in the event of certain financial hardships.
Forfeited Accounts — When certain terminations of participation in the Plan occur, the non-vested portion of the participant’s account as defined by the Plan represents a forfeiture. The Plan document permits the use of forfeitures to either reduce future employer contributions or plan administrative expenses for the plan year. However, if a participant is re-employed and fulfills certain requirements, as defined in the plan document, the account will be reinstated.
During 2025, Company contributions were reduced by $
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting — The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).
Contributions — Contributions to the Plan from Company employees and matching contributions from the Company are recorded when the employee's payroll deductions are made.
Investment Valuation and Income Recognition — The Plan’s investments are stated at fair value or net asset value ("NAV"). Fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. NAV is determined by the financial institution sponsoring such funds by dividing the net assets by its units outstanding at the valuation date. See Note 3 for discussion on fair value measurements.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold as well as those held during the year.
Notes Receivable from Participants — Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are recorded as distributions based on the terms of the Plan document.
Administrative Expenses — Plan administrative expenses of approximately $
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Excess Contributions Payable — The Plan is required to return contributions received during the Plan year in excess of the IRC limits. As of December 31, 2025, the Plan did
Use of Estimates — The preparation of financial statements in conformity with GAAP requires Plan management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Risks and Uncertainties — The Plan provides various investment options to its participants. Investment securities, in general, are exposed to various risks, such as interest rate risk, credit risk, and overall market volatility. Market risks include global events which could impact the value of investment securities, such as a pandemic or international conflict. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such a change could materially affect the value of the participants’ account balances, and the amounts reported in the financial statements.
(3) FAIR VALUE MEASUREMENTS
ASC 820, Fair Value Measurements and Disclosures, provides a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation methodologies used to measure fair value, as follows:
Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
Additional information about plan assets, including methods and assumptions used to estimate the fair value of these assets, is as follows:
Mutual funds are categorized as Level 1 and are valued at the closing price reported on the active market on which the individual securities are traded.
Common stock is valued at the closing price reported on the active market on which the securities are traded. Common stock is categorized as Level 1. See Note 7 for further discussion of Black Hills Corporation common stock.
Self-directed brokerage accounts consist of common stocks, mutual fund, and short-term investments that are valued on the basis of readily determinable market prices and are categorized as Level 1. These accounts also consist of bonds, which are valued by evaluated pricing from observable market prices, and are categorized as Level 2.
Common collective trust funds are funds based upon the redemption price of units held by the Plan, which is based on the current NAV of the common collective trust fund’s underlying assets. The NAV, as provided by the custodian, is used as a practical expedient to estimate fair value. Unit values are determined by the financial institution sponsoring such funds by dividing the net assets by its units outstanding at the valuation dates.
Except for the Invesco Stable Value Fund, there are no unfunded commitments, redemption restrictions, or redemption notification requirements. For the Invesco Stable Value Fund, there are no unfunded commitments. There is a 12 month redemption notification period for a plan level withdrawal. There are no participant level redemption restrictions or redemption notice period.
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The following tables set forth by level within the fair value hierarchy a summary of the Plan’s investments measured at fair value on a recurring basis as of December 31, 2025 and 2024:
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December 31, 2025 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total Investments Measured at Fair Value |
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Net Asset Value |
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Total Investments |
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Mutual funds |
$ |
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$ |
- |
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$ |
- |
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$ |
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$ |
- |
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$ |
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Black Hills Corporation common stock |
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- |
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- |
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- |
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Self-directed brokerage accounts - PCRA |
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- |
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- |
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Common collective trust funds |
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- |
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- |
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- |
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- |
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Total investments |
$ |
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$ |
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$ |
- |
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$ |
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$ |
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$ |
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December 31, 2024 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total Investments Measured at Fair Value |
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Net Asset Value |
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Total Investments |
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Mutual funds |
$ |
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$ |
- |
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$ |
- |
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$ |
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$ |
- |
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$ |
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Black Hills Corporation common stock |
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- |
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- |
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- |
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Self-directed brokerage accounts - PCRA |
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- |
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- |
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Common collective trust funds |
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- |
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- |
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- |
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- |
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Total investments |
$ |
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$ |
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$ |
- |
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$ |
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$ |
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$ |
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For the years ended December 31, 2025 and 2024, there were no transfers between levels.
(4) PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the right under the Plan to amend or discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event that the Plan is terminated, participants would become
(5) FEDERAL INCOME TAX STATUS
The Internal Revenue Service (“IRS”) has
GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS.
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The Plan invests in a fund offered by Charles Schwab and Black Hills Corporation common stock. These transactions qualify as exempt party-in-interest transactions.
At December 31, 2025 and 2024, the Plan held
The Plan also issues loans to participants, which are secured by the vested balances in the participants’ accounts.
At December 31, 2025 and 2024, the Plan held Schwab U.S. Treasury Money Fund of $
The Plan also pays certain fees to Charles Schwab on behalf of the Plan for trust and record keeping services. Fees paid to Charles Schwab for trust and record keeping services were $
(7) SUBSEQUENT EVENTS
The Plan has evaluated the impact of events that have occurred subsequent to December 31, 2025, through the date the Plan’s financial statements were filed with the SEC. Based on this evaluation, the Plan has determined none of these events were required to be recognized or disclosed.
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SUPPLEMENTAL SCHEDULE
BLACK HILLS CORPORATION
(EIN:
FORM 5500, SCHEDULE H, PART IV, LINE 4i —
SCHEDULE OF ASSETS (held at end of year)
As of December 31, 2025
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Description |
Cost** |
Current Value |
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Common collective trust funds: |
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$ |
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Total common collective trust funds |
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Mutual funds: |
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Total mutual funds |
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* |
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* |
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$ |
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________________________
* Denotes party-in-interest to the Plan
** Cost information is not required for participant-directed accounts and therefore is not included.
See accompanying Independent Auditor's Report
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EXHIBIT INDEX
Exhibit Number |
Description |
23 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized.
Black Hills Corporation 401(k) Retirement Savings Plan
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/s/ Kimberly F. Nooney |
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Kimberly F. Nooney, Senior Vice President and |
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Chief Financial Officer |
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Dated: |
June 18, 2026 |
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ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT
