UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
|
|
|
x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
For the fiscal year ended December 31, 2025 |
|
OR |
|
o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
For the transition period from __________ to __________ |
|
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:
Black Hills Corporation
7001 Mount Rushmore Road
Rapid City, South Dakota 57702
BLACK HILLS CORPORATION 401(k) RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
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.
BLACK HILLS CORPORATION 401(k) RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31, 2025 and 2024
|
|
|
|
|
|
|
|
|
|
2025 |
|
|
2024 |
|
|
|
|
|
|
|
Assets: |
|
|
|
|
|
Investments - at fair value: |
|
|
|
|
|
Participant-directed investments |
$ |
911,788,553 |
|
|
$ |
789,443,230 |
|
|
|
|
|
|
|
Cash |
|
8,706 |
|
|
|
11,034 |
|
|
|
|
|
|
|
Receivables: |
|
|
|
|
|
Employer contribution |
|
11,806,706 |
|
|
|
11,625,554 |
|
Notes receivable from participants |
|
10,131,620 |
|
|
|
10,141,466 |
|
Total receivables |
|
21,938,326 |
|
|
|
21,767,020 |
|
|
|
|
|
|
|
Net assets available for benefits |
$ |
933,735,585 |
|
|
$ |
811,221,284 |
|
See Notes to Financial Statements.
BLACK HILLS CORPORATION 401(k) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For The Year Ended December 31, 2025
|
|
|
|
|
|
2025 |
|
Additions to net assets |
|
|
Contributions: |
|
|
Participant contributions |
$ |
33,257,259 |
|
Participant rollover contributions |
|
5,012,470 |
|
Employer contributions |
|
28,050,698 |
|
Total contributions |
|
66,320,427 |
|
|
|
|
Investment income: |
|
|
Net appreciation in fair value of investments |
|
121,791,269 |
|
Interest and dividends |
|
14,196,676 |
|
Total investment income |
|
135,987,945 |
|
|
|
|
Other income: |
|
|
Interest received on notes receivable from participants |
|
833,025 |
|
|
|
|
Total additions to net assets |
|
203,141,397 |
|
|
|
|
Deductions from net assets: |
|
|
Administrative expenses |
|
(198,018 |
) |
Benefits paid to participants |
|
(80,429,078 |
) |
Total deductions from net assets |
|
(80,627,096 |
) |
|
|
|
Increase in net assets available for benefits |
|
122,514,301 |
|
|
|
|
Net assets available for benefits: |
|
|
Beginning of year |
|
811,221,284 |
|
End of year |
$ |
933,735,585 |
|
See Notes to Financial Statements.
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
(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 6% of eligible compensation and their contributions are invested in a target retirement fund appropriate for their age until changed by the participant. The Plan includes an Automatic Savings Increase (ASI) feature where the participant’s savings rate will increase 1% annually until their savings rate reaches 15%, they have elected to change their savings rate, or they have elected to opt-out of ASI.
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 20% per year. A participant is 100% vested after five years of service. Participants also become fully vested in Company contributions if their employment with the Company is terminated due to retirement at or after attainment of age 65, total and permanent disability, or death.
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 50% of their eligible compensation to the Plan each year. These contributions are subject to certain IRC limitations with an annual maximum pre-tax contribution of $23,500 for 2025 and $23,000 for 2024. Combined employee pre-tax, employee after-tax, employee Roth and employer contributions per participant (excluding catch-up contributions) were limited to the lesser of $70,000 and $69,000 in 2025 and 2024, respectively or 50% of the employee’s available eligible annual pay. Participants who have attained age 50 before the end of the plan year are eligible to make catch-up contributions of $7,500 for both 2025 and 2024 respectively. There is no limit to how often participants may change their contribution percentages. The Plan provides for Company matching contributions and non-elective Company Retirement Contributions for certain eligible participants.
Company Matching Contributions — The Company makes a standard matching contribution which is equal to 100% of each eligible participant’s pre-tax, Roth and after-tax deferral contributions up to 6% of the participant’s compensation as provided under the Plan. All matching contributions are invested as directed by the participant. Company Matching Contributions of $17,905,334 were made to eligible participants in 2025.
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 $11,531,134 were made to eligible participants in January 2026 for the 2025 plan year.
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 $5,012,470 in rollover contributions from other qualified plans in 2025.
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
SUPPLEMENTAL SCHEDULE
BLACK HILLS CORPORATION 401(k) RETIREMENT SAVINGS PLAN
(EIN: 46-0458824) (Plan No. 003)
FORM 5500, SCHEDULE H, PART IV, LINE 4i —
SCHEDULE OF ASSETS (held at end of year)
As of December 31, 2025
|
|
|
|
|
|
Description |
Cost** |
Current Value |
|
Common collective trust funds: |
|
|
|
Invesco Stable Value CL B1 |
|
$ |
23,328,232 |
|
Vanguard Target Retirement 2020 Fund TR I |
|
|
15,903,947 |
|
Vanguard Target Retirement 2025 Fund TR I |
|
|
46,723,056 |
|
Vanguard Target Retirement 2030 Fund TR I |
|
|
68,627,743 |
|
Vanguard Target Retirement 2035 Fund TR I |
|
|
84,224,389 |
|
Vanguard Target Retirement 2040 Fund TR I |
|
|
78,495,628 |
|
Vanguard Target Retirement 2045 Fund TR I |
|
|
98,867,501 |
|
Vanguard Target Retirement 2050 Fund TR I |
|
|
64,126,931 |
|
Vanguard Target Retirement 2055 Fund TR I |
|
|
45,241,065 |
|
Vanguard Target Retirement 2060 Fund TR I |
|
|
21,288,939 |
|
Vanguard Target Retirement 2065 Fund TR I |
|
|
4,439,356 |
|
Vanguard Target Retirement 2070 Fund TR I |
|
|
700,592 |
|
Vanguard Target Retirement Income Fund TR I |
|
|
5,866,433 |
|
Total common collective trust funds |
|
|
557,833,812 |
|
|
|
|
|
Mutual funds: |
|
|
|
Schwab U.S. Treasury Money Fund* |
|
|
2,784 |
|
Vanguard Extended Market Index Fund |
|
|
53,748,185 |
|
Vanguard Inflation-Protected Securities Fund |
|
|
14,368,445 |
|
Vanguard Institutional Index Plus Fund |
|
|
143,477,881 |
|
Vanguard REIT Index Fund |
|
|
7,378,314 |
|
Vanguard Total Bond Market Index Fund |
|
|
31,649,191 |
|
Vanguard Total International Stock Index |
|
|
46,289,618 |
|
Total mutual funds |
|
|
296,914,418 |
|
|
|
|
|
Common stock - Black Hills Corporation* |
|
|
17,572,606 |
|
|
|
|
|
Self-directed brokerage accounts - PCRA |
|
|
39,467,717 |
|
|
|
|
|
Cash |
|
|
8,706 |
|
|
|
|
|
Participant loans* (interest rates ranging from 4.25% - 9.50%; Maturity dates extending through August 29, 2038) |
|
|
10,131,620 |
|
|
|
$ |
921,928,879 |
|
________________________
* 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
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
|
|
|
|
|
|
/s/ Kimberly F. Nooney |
|
|
Kimberly F. Nooney, Senior Vice President and |
|
|
Chief Financial Officer |
|
|
|
Dated: |
June 18, 2026 |
|