DEF 14A of Black Hills Corp /SD/, Mar 18, 2026

DEF 14A of Black Hills Corp /SD/

Filed Mar 18, 2026 · FY20250001193125-26-113958

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  2. Director Nominees

    Director Nominees Our Board of Directors ("Board") is committed to oversight that promotes the long-term interests of our shareholders and other stakeholders. We believe this is best achieved with directors who bring a diverse and relevant set of skills, expertise, experiences and perspectives. Our Board is nominating three individuals for election at this annual meeting, all of whom are currently serving on our Board. The following table provides summary information about the nominees:

  3. Director Nominees

    | Name | Age | Director Since | Independent | Committee Membership | Other U.S. Public Boards | | Scott M. Prochazka | 60 | 2020 | X | Leadership Development & Compensation Governance | None | | Teresa A. Taylor | 62 | 2016 | X | Leadership Development & Compensation Governance | T-Mobile USA, Inc. | | Anne G. Waleski | 59 | 2025 | X | Audit | None |

  4. Is cumulative voting permitted for the election of directors?

    Is cumulative voting permitted for the election of directors? In the election of directors, you may cumulate your vote. Cumulative voting allows you to allocate among the director nominees in the same class, as you see fit, the total number of votes equal to the number of director positions to be filled multiplied by the number of shares you hold. For example, if you own 100 shares of stock, and there are three directors to be elected in a class at the annual meeting, you could allocate 300 “For” votes (three times 100) among as few or as many of the three nominees to be voted on at the annual meeting as you choose. If you choose to cumulate your votes, you will need to submit a proxy card or a ballot and make an explicit statement of your intent to cumulate your votes, either by indicating in writing on the proxy card or by indicating in writing on your ballot when voting at the annual meeting. If you hold shares beneficially in street name and wish to cumulate votes, you should contact your broker, trustee or nominee.

  5. DIRECTOR SKILLS AND EXPERIENCE

    DIRECTOR SKILLS AND EXPERIENCE

  6. DIRECTOR SKILLS AND EXPERIENCE

    | Robert F. Beard | Standing Board Committees: | | Former Chief Operating Officer of UGI Corporation and Former Chief Executive Officer of UGI Utilities | Leadership Development & Compensation Committee | | Director since: 2025 | | | Director Class: I, term expiring in 2028 | Other U.S. Public Company Directorships: | | Age: 60 | Capstone Green Energy Holdings, Inc. | | Summary: | | | Mr. Beard is an accomplished leader with more than 30 years of experience in driving operational strategy, governance, and capital investing to achieve meaningful growth and positive shareholder outcomes. While serving as the Chief Operating Officer of UGI Corporation and Chief Executive Officer of UGI Utilities, Mr. Beard gained a comprehensive background in overseeing major mergers and acquisitions transactions, advising on growth strategy, overseeing executive compensation and succession planning, and reviewing capital expenditure budgets. In 2025, Mr. Beard joined the Board of Directors of Capstone Green Energy Holdings, Inc. where he serves as chair of the Governance Committee. | | | Skills Relevant to BHC: | | | Besides being a former CEO of a utility, Mr. Beard's areas of expertise include strategy and governance, investor relations, mergers and acquisitions, risk management, regulatory compliance, renewable energy and financial management. | |

  7. DIRECTOR SKILLS AND EXPERIENCE

    | Linden R. Evans | Standing Board Committees: | | President and Chief Executive Officer of the Company | None | | Director since: 2018 | | | Director Class: III, term expiring in 2027 | Other U.S. Public Company Directorships: | | Age: 63 | None | | Summary: | | | Mr. Evans has been President and Chief Executive Officer of the Company since January 1, 2019. He previously served as President and Chief Operating Officer from 2016 to 2018, and President and Chief Operating Officer – Utilities from 2004 to 2015. He began his career with Black Hills Corporation in 2001 as Corporate Counsel. Prior to joining the Company, Mr. Evans was a mining engineer and an attorney specializing in environmental and corporate legal matters. | | | Skills Relevant to BHC: | | | As CEO of Black Hills Corporation, Mr. Evans brings historic institutional knowledge of the Company and its operations that assist the Board in its evaluation of the Company’s financial and operational risks and strategy. | |

  8. DIRECTOR SKILLS AND EXPERIENCE

    | Barry M. Granger | Standing Board Committees: | | Managing Partner and Co-Founder of Vonbar Investments LLC | Leadership Development & Compensation Committee | | Director since: 2020 | | | Director Class: III, term expiring in 2027 | Other U.S. Public Company Directorships: | | Age: 66 | None | | Summary: | | | Mr. Granger has over 40 years of experience in the chemical and industrial markets. He is the Managing Partner of Vonbar Investments LLC. He held leadership roles at DuPont as Vice President of Government Marketing and Government Affairs and Vice President and General Manager at Tyvek®. Early in his career, he served as the Executive Assistant to the Chairman and CEO of DuPont. He has held a variety of leadership positions with increasing responsibilities in business, regulatory affairs, operations, sales and marketing. | | | Skills Relevant to BHC: | | | Mr. Granger’s leadership roles in the areas of governmental affairs, business and operations offer the Board insight regarding business strategy, regulatory affairs, operations, sales and marketing, and leadership and people development. | |

  9. DIRECTOR SKILLS AND EXPERIENCE

    | Tony A. Jensen | Standing Board Committees: | | Retired Director, President and Chief Executive Officer of Royal Gold, Inc. | Audit Committee | | Director since: 2019 | | | Director Class: III, term expiring in 2027 | Other U.S. Public Company Directorships: | | Age: 63 | None | | Summary: | | | Mr. Jensen has over 40 years of experience in the international mining and mining finance industries. From 2003 until his retirement in 2019, Mr. Jensen served in several leadership roles at Royal Gold, Inc., a public precious metals company, including Director, President and Chief Executive Officer from 2006 to 2019, and Chief Operating Officer from 2003 to 2006. Prior to 2003, he held roles with progressively more responsibility in engineering, finance, strategic growth, safety, environmental excellence, and operational efficiency. Mr. Jensen also serves on the Boards of Antofagasta Minerals SA and Antofagasta plc where he chairs the Audit and Risk Committee and is a member of the Projects Committee as well as the Governance and Nominations Committee. | | | Skills Relevant to BHC: | | | As the former CEO of a publicly traded precious metals stream and royalty company, Mr. Jensen brings business, operations, leadership, governance, and financial expertise that assists the Board in evaluating the Company’s financial risks and strategy and capital deployment. | |

  10. DIRECTOR SKILLS AND EXPERIENCE

    | Kathleen S. McAllister | Standing Board Committees: | | Retired Director, President and Chief Executive Officer of Transocean Partners LLC | Audit Committee | | Director since: 2019 | | | Director Class: I, term expiring in 2028 | Other U.S. Public Company Directorships: | | Age: 61 | None | | Summary: | | | Ms. McAllister has over 30 years of experience in diverse leadership roles with global, capital intensive companies in the energy value chain. She served as Director, President and Chief Executive Officer of Transocean Partners LLC, an international provider of offshore contract drilling services from 2014 to 2016, and as Chief Financial Officer in 2016. She held the roles of Vice President and Treasurer of Transocean Ltd. from 2011 to 2014. Prior to 2011, she served in roles with increasing responsibility in finance, information technology, tax and treasury. Ms. McAllister has served on the Board of Hoegh LNG Partners since 2017. She is a National Association of Corporate Directors (NACD) Board Leadership Fellow, a NACD Directorship 100 Honoree, holds the CERT Certificate in Cybersecurity Oversight, and is a Certified Public Accountant. She previously served on the Boards of Maersk Drilling, where she chaired the Audit and Risk Committee, Silverbow Resources, Inc., and TMC The Metals Company Inc., where she chaired the Audit Committees. | | | Skills Relevant to BHC: | | | As a former CEO, CFO and Treasurer of publicly traded companies, Ms. McAllister's broad business perspective, financial acumen and experience in capital raising and allocation contributes to the Board's oversight of strategy and risk. Ms. McAllister also has extensive experience in mergers and acquisitions and corporate governance. Her experience serving as a corporate director and audit and risk committee chair on other public company boards provides a valuable perspective on the Board's role in management oversight and corporate governance. | |

  11. DIRECTOR SKILLS AND EXPERIENCE

    | Steven R. Mills | Standing Board Committees: | | Chairman of the Board Retired Public Company Financial Executive | Governance Committee | | Director since: 2011 | | | Director Class: III, term expiring in 2027 | Other U.S. Public Company Directorships: | | Age: 70 | None | | Summary: | | | Mr. Mills has more than 45 years of experience in the fields of accounting, corporate finance, strategic planning, risk management, and mergers and acquisitions. He served as Chief Financial Officer of Amyris, Inc., a renewable products company, from May 2012 to December 2013. Prior to joining Amyris, he had a 33-year career at Archer Daniels Midland Company, one of the world’s largest agricultural processors and food ingredient providers. At Archer Daniels Midland, he held various senior executive roles, including Chief Financial Officer, Controller, and responsibility for leading company strategic efforts globally. Mr. Mills also serves on the Boards of Arianna S.A., Illinois College and First Illinois Corporation (along with its wholly-owned banking subsidiary, Hickory Point Bank & Trust). | | | Skills Relevant to BHC: | | | Mr. Mills brings to the Board executive leadership and financial experience as a former CFO of publicly traded companies and strategic planning experience as both a former senior vice president of strategic planning and a senior executive vice president performance and growth for a publicly traded company. These roles also position Mr. Mills to provide the Board perspectives on mergers and acquisitions and capital deployment. Mr. Mills is an experienced director having served on numerous public, private, and not-for-profit companies, making him an expert in corporate governance. | |

  12. DIRECTOR SKILLS AND EXPERIENCE

    | Robert P. Otto | Standing Board Committees: | | Owner of Bob Otto Consulting LLC | Audit Committee (Chair) Governance Committee | | Director since: 2017 | | | Director Class: I, term expiring in 2028 | Other U.S. Public Company Directorships: | | Age: 66 | None | | Summary: | | | Since 2017, Mr. Otto has provided strategic planning and advisory services in cybersecurity and intelligence through his company, Bob Otto Consulting LLC. With 34 years of U.S. Air Force service, he served as a general officer from 2008 to 2016, culminating as lieutenant general and the Deputy Chief of Staff for Intelligence, Surveillance and Reconnaissance. He was directly responsible for intelligence policy, planning, implementation, oversight, and leadership of a 27,000-person workforce. | | | Skills Relevant to BHC: | | | Mr. Otto’s experience in cybersecurity and intelligence through his lengthy career with the U.S. Air Force provides the Board information technology and cybersecurity expertise. His leadership and oversight of a large workforce positions him to provide the Board insights regarding human capital management. | |

  13. DIRECTOR SKILLS AND EXPERIENCE

    | Scott M. Prochazka | Standing Board Committees: | | Former Board Member, President and Chief Executive Officer of CenterPoint Energy | Leadership Development & Compensation Committee (Chair) Governance Committee | | Director since: 2020 | | | Director Nominee Class: II, term expiring in 2029 | Other U.S. Public Company Directorships: | | Age: 60 | None | | Summary: | | | Mr. Prochazka served as Board Member, President and Chief Executive Officer of CenterPoint Energy, a public energy delivery company with electric transmission and distribution, power generation and natural gas distribution operations, from 2014 until his retirement in 2020. Prior to that he was Chief Operating Officer from 2012 to 2013, Senior Vice President of Electric Business from 2011 to 2012, and Vice President of Gas Business Unit from 2009 to 2011. He held other management positions including Vice President Customer Care and Support Services and Vice President Texas Gas Region. Before his time at CenterPoint Energy, Mr. Prochazka held roles of increasing responsibility at Dow Chemical. Mr. Prochazka was a Board Member of Enable Midstream Partners, LP from 2014 to 2020, and Chairman from 2015 to 2017. Mr. Prochazka was previously a Board Member of Peridot Acquisition Corporation, from 2020 to 2021, where he served on the Audit and Compensation Committees, and Peridot Acquisition Corp. II, from 2021 to 2023, where he served on the Audit and Compensation Committees. He also previously served on the Board of Li-Cycle Holdings Corp. (successor to Peridot Acquisition Corp). He currently serves on the Board of Saudi Electric Co. | | | Skills Relevant to BHC: | | | Mr. Prochazka’s executive experience as a former CEO of a publicly traded electric and gas utility company, with a market cap more than four times that of Black Hills Corporation, and leadership experience as COO of both gas and electric utility divisions, provides a valuable perspective regarding utility business operations, regulatory and governmental affairs, safety, capital deployment and risk management. | |

  14. DIRECTOR SKILLS AND EXPERIENCE

    | Teresa A. Taylor | Standing Board Committees: | | Chief Executive Officer of Blue Valley Advisors, LLC | Leadership Development & Compensation Committee Governance Committee (Chair) | | Director since: 2016 | | | Director Nominee Class: II, term expiring in 2029 | Other U.S. Public Company Directorships: | | Age: 62 | T-Mobile USA, Inc. (since 2013) | | Summary: | | | Ms. Taylor has over 30 years of experience in the technology, media, and telecom sectors. She has been the Chief Executive Officer of Blue Valley Advisors, LLC, a consulting firm that she founded, since 2011. She was the Chief Operating Officer of Qwest Communications, Inc., a telecommunications carrier, from 2009 to 2011, where she led the daily operations and a senior management team responsible for 30,000 employees in field support, technical development, sales, marketing, customer support and information technology systems. She is a Board Member of T-Mobile USA, Inc. She was previously a Board Member of First Interstate BancSystem, Inc. from 2012 to 2020, Columbia Pipeline Group Inc. from 2015 to 2016, and NiSource, a public utility company from 2012 to 2015. | | | Skills Relevant to BHC: | | | Ms. Taylor’s broad range of experience over her three decades-long career, including in the fields of human resources, customer support, information technology systems, and business operations, add breadth and depth to the board. Her experience leading large employee teams lends toward engagement with the Board in the areas of compensation practices and human capital management. Ms. Taylor’s experience as a lead independent director of a publicly traded company provides further insight into Board governance and oversight of management. | |

  15. DIRECTOR SKILLS AND EXPERIENCE

    | Anne G. Waleski | Standing Board Committees: | | Retired Executive Vice President and Chief Financial Officer of Markel Corporation | Audit Committee | | Director since: 2025 | | | Director Nominee Class: II, term expiring in 2029 | Other U.S. Public Company Directorships: | | Age: 59 | None | | Summary: | | | Ms. Waleski served as EVP and CFO for Markel Corporation, a global financial services holding company, from 2010 until her retirement in 2019. Prior to that she served as Treasurer from 2003 to 2010. She has extensive experience as a financial executive delivering results throughout her successful career. Ms. Waleski has been a board member of Liberty Mutual Holding Company, Inc. since 2021 and is currently the Lead Independent Director, chairs the Governance & Sustainability Committee, chairs the Audit and Finance Committee, and is a member of the Compensation Committee. Ms. Waleski's past board service includes Enact Global Holdings, Inc. from 2021 to 2025 where she chaired the Audit Committee and was a member of the Governance and Nominating Committee, Tredegar Corporation from 2018 to 2023 where she was a member of the Audit and Compensation Committee and ProSight Global Inc. from 2020-2021 where she chaired the Audit Committee. | | | Skills Relevant to BHC: | | | As a former CFO and Treasurer of a Fortune 500 publicly traded company Ms. Waleski's business perspective, financial and investment experience, and broad mergers and acquisitions experience contribute to the oversight of controls, capital allocation, strategy and risk. Ms Waleski’s experience as a corporate director and committee chair on other public company boards provides a valuable perspective on Board oversight and governance. | |

  16. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  17. DIRECTOR COMPENSATION FOR 2025 AND OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2025(1)

    DIRECTOR COMPENSATION FOR 2025 AND OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2025(1)

  18. DIRECTOR COMPENSATION FOR 2025 AND OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2025(1)

    | Name(2) | Fees Earned or Paid in Cash | Stock Awards(3) | Total | Outstanding Equity Awards at December 31, 2025(4) | | Robert F. Beard(6) | $75,000 | $135,000 | $210,000 | 2,294 | | Barry M. Granger | $112,500 | $135,000 | $247,500 | 12,016 | | Tony A. Jensen | $115,000 | $135,000 | $250,000 | 20,309 | | Kathleen A. McAllister | $115,000 | $135,000 | $250,000 | 18,719 | | Steven R. Mills | $232,500 | $135,000 | $367,500 | 49,508 | | Robert P. Otto | $130,000 | $135,000 | $265,000 | 22,624 | | Scott M. Prochazka | $132,500 | $135,000 | $267,500 | 12,016 | | Rebecca B. Roberts(5) | $40,000 | $— | $40,000 | — | | Mark A. Schober(5) | $45,833 | $— | $45,833 | — | | Teresa A. Taylor | $132,500 | $135,000 | $267,500 | 21,966 | | Anne G. Waleski(6) | $76,667 | $135,000 | $211,667 | 2,294 |

  19. DIRECTOR COMPENSATION FOR 2025 AND OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2025(1)

    (1) Our directors did not receive any stock option awards, non-equity incentive plan compensation, pension benefits or perquisites in 2025 and did not have any stock options outstanding at December 31, 2025. (2) Mr. Evans, our President and CEO, is not included in this table because he is our employee and thus receives no compensation for his services as director. Mr. Evans’ compensation received as an employee is shown in the Summary Compensation Table for our Named Executive Officers. (3) On May 1, 2025, each non-employee director received an annual equity award of restricted stock units equivalent to $135,000 that will vest following our 2026 annual meeting. The grant date fair value of a restricted stock unit is the closing price of a share of our common stock on the grant date. (4) Includes common stock equivalents, unvested restricted stock units and associated dividend equivalents (2,294 shares for each director that will vest, if not deferred, at the 2026 annual meeting) and deferred stock units (6,605 shares for Ms. McAllister and Messrs. Granger and Mills who elected to defer their restricted stock awards until they separate from the board). (5) Ms. Roberts' and Mr. Schober's retirements from our Board of Directors were effective at our 2025 annual meeting of shareholders. (6) Mr. Beard and Ms. Waleski became members of the Board following their election at the 2025 annual meeting of shareholders. Dividend equivalents accrue on the common stock equivalents and restricted stock units.

  20. SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS

    | Name of Beneficial Owner (1) | Shares of Common Stock Beneficially Owned (2) | Outstanding Equity Awards (3) | Total | Percentage | | Outside Directors | | | | | | Robert F. Beard | — | 2,294 | 2,294 | * | | Barry M. Granger | 803 | 11,213 | 12,016 | * | | Tony A. Jensen | 13,804 | 6,505 | 20,309 | * | | Kathleen S. McAllister | 5,609 | 13,110 | 18,719 | * | | Steven R. Mills | 18,711 | 30,797 | 49,508 | * | | Robert P. Otto | 10,657 | 11,967 | 22,624 | * | | Scott M. Prochazka | 7,408 | 4,608 | 12,016 | * | | Teresa A. Taylor | 9,384 | 12,582 | 21,966 | * | | Anne G. Waleski | — | 2,294 | 2,294 | * | | Named Executive Officers | | | | | | Linden R. Evans | 174,272 | | 174,272 | * | | Kimberly F. Nooney | 38,696 | | 38,696 | * | | Marne M. Jones | 38,667 | | 38,667 | * | | Sarah A. Wiltse | 7,532 | | 7,532 | * | | Don Redden | 6,910 | | 6,910 | * | | Phillip Casey | — | | — | * | | All current directors and executive officers as a group (15 persons) | 332,453 | 95,370 | 427,823 | * |

  21. BEST PRACTICES IN EXECUTIVE COMPENSATION

    | What we do: | | What we do not do: | | ✓ | A significant portion of executive pay is at risk by granting incentive awards that are based on continuing annual and long-term metrics tied to performance.X | Other than the CEO, no employment agreements with executives. | | ✓ | Short-Term incentive plan awards are capped at 200% of target.X | No change in control cash severance payments that exceed three times base salary and target bonus. | | ✓ | Long-Term incentive plan awards are capped at 200% of target number of shares granted.X | No excise tax gross-ups for executives. | | ✓ | Non-vested equity awards are not accelerated after a change in control unless the executive is: (1) terminated without cause or for good reason; or (2) the award is not assumed or substituted by the successor company (subject to different treatment described below upon the closing of the Merger)X | No hedging or pledging of Company stock. | | ✓ | Executives and directors are subject to stock ownership guidelines and retention requirements.X | No excessive perquisites for executives. | | ✓ | A Mandatory Compensation Recovery Policy has been in place since 2023. | |

  22. SETTING EXECUTIVE COMPENSATION

    | • | Analyze executive compensation market data to evaluate market competitiveness | | • | Review the components of executive compensation, including base salary, short-term incentive, long-term incentive, retirement, and other benefits | | • | Review total compensation and structure | | • | Review executive officer performance, responsibilities, experience, and other factors cited above to determine individual compensation levels |

  23. SETTING EXECUTIVE COMPENSATION

    | • | Provide information regarding practices and trends in compensation programs | | • | Review and evaluate our compensation program as compared to compensation practices of other companies with similar characteristics, including size, complexity, and type of business | | • | Review and assist with the establishment of a peer group of companies ("Peer Group") | | • | Provide a compensation analysis of the executive positions |

  24. SETTING EXECUTIVE COMPENSATION

    The Committee used the services of an independent compensation consultant, Meridian, to provide competitive compensation data, analysis, and guidance to the Committee, which is used when reviewing and designing our overall executive compensation programs. During 2025, Meridian provided guidance and recommendations to the Committee on executive officer compensation and related governance matters, including consultation regarding the design of our short-term and long-term incentive awards. In support, Meridian gathered data from nationally recognized survey providers, as well as specific peer companies through public filings, which included: i. Willis Towers Watson’s Compensation Data Bank (energy services and general industry); and ii. 19 peer companies representing the utility and energy industry. The 19 peer companies ranged in annual revenue size from approximately $700 million to $8.1 billion, with the median at $2.4 billion. The Company’s 2025 revenue was $2.3 billion. The survey data was adjusted for our relative revenue size using regression analysis, when possible. Our compensation peer companies included in the analysis for 2025 compensation decisions were:

  25. SETTING EXECUTIVE COMPENSATION

    The compensation surveys are one of several factors the Committee uses in setting appropriate compensation levels. Other factors include Company performance, individual performance and experience, the level and nature of the executive’s responsibilities, internal equity considerations and discussions with the CEO related to the other senior executive officers' performance and contributions. In October 2025, the Committee, in consultation with Meridian, approved a new Peer Group consisting of 21 companies that are size-appropriate peers, and reflect the Company's industry, complexity and market for executive talent. The 2026 executive compensation review will use the new Peer Group below, which ranges in annual revenue size from approximately $700 million to $8.1 billion, with the median at approximately $2.4 billion.

  26. SETTING EXECUTIVE COMPENSATION

    ________ (1) Mr. Redden joined the Company July 21, 2025. (2) Mr. Casey's employment was involuntarily terminated on April 1, 2025. Short-Term Incentive. Our Short-Term Incentive Plan is designed to recognize and reward the contributions of individual executives as well as the contributions that group performance makes to overall corporate success. The 2025 short-term incentive was based on the following metrics:

  27. SETTING EXECUTIVE COMPENSATION

    | 2025 Short-Term Incentive Metrics | | | | Metric | Weighting | Definition | | EPS from ongoing operations, as adjusted | 70.00% | Diluted earnings per share calculated in accordance with GAAP, adjusted for material, non-recurring events (such as impairment charges, one-time tax events, external acquisition costs, changes to accounting rules, etc.) | | Timeliness of Incident Reporting | 2.50% | Reporting of injuries within 24 hours | | Average Proactive Safety Activities/Employee | 2.50% | Includes reporting of near misses, safety suggestions, unsafe conditions, stop work authority, and pipeline near misses measured on a per employee basis per quarter | | Days Away, Restricted or Transferred (DART) | 2.50% | Measures the number of employee work-related injuries and illnesses | | Gas Distribution Damage Prevention (HPT) | 3.75% | Hits per thousand | | Electric Reliability (SAIDI) | 3.75% | System average interruption duration index | | Customer Interaction: Customer Effort | 5.00% | Third party survey of 25,000 customers regarding "How easy is BHE to do business with?" | | Customer Interaction: Customer Satisfaction | 2.50% | Third party survey of 25,000 customers regarding "Based on your overall experience with us, how satisfied are you with Black Hills Energy?" | | Percent of Leadership Positions with 2 or more Diverse Candidates | 3.75% | The percentage of leadership-pipeline interview slates for open professional/technical positions in which at least 2 or more diverse candidates were interviewed | | Employee Engagement Survey Participation | 3.75% | The percentage of employee participation in company-wide engagement survey |

  28. SETTING EXECUTIVE COMPENSATION

    | 2025 Short-Term Incentive Goals | | | | | | Goals | | | | Incentive | Threshold | Target | Maximum | | EPS from ongoing operations, as adjusted | $3.79 | $4.08 | $4.37 | | Timeliness of Incident Reporting | 90% | 92% | 94% | | Average Proactive Safety Activities/Employee | 3 | 5 | 7 | | Days Away, Restricted or Transferred (DART) | 0.96 | 0.67 | 0.48 | | Gas Distribution Damage (HPT) | 2.16 | 2.06 | 1.92 | | Electric Reliability (SAIDI) | 73.80 | 60.20 | 44.20 | | Customer Interaction: Customer Effort | 4.25 | 4.50 | 4.75 | | Customer Interaction: Customer Satisfaction | 4.25 | 4.50 | 4.75 | | Percent of Leadership Positions with 2 or more Diverse Candidates | 85% | 90% | 95% | | Percent of Employee Engagement Survey Participation | 80% | 85% | 90% | | Payout percentage of target for each metric | 50% | 100% | 200% |

  29. SETTING EXECUTIVE COMPENSATION

    The short-term incentive payout, after applicable tax withholding and deductions, is distributed to the officer in the form of cash. Target award levels are established as a percentage of each participant’s base salary. The actual payout, if any, will vary, based on attainment of pre-established performance goals, between 0 and 200 percent of the individual executive’s short-term incentive target award level. The Committee approves the target level for each non-CEO officer in January, which applies to performance in the upcoming plan year. The same is true for the CEO, except that the Board of Directors approves the target level. Target levels are derived in part from market data provided by the independent compensation consultant and in part by the Committee’s judgment regarding internal equity, retention and an individual executive’s expected contribution to the achievement of our strategic objectives. The target levels for our Named Executive Officers are shown below:

  30. SETTING EXECUTIVE COMPENSATION

    | Short-Term Incentive Target | | | | | | | 2024 | | 2025 | | | | % of Base Salary | $ Amount | % of Base Salary | $ Amount | | Evans, CEO | 100% | $950,000 | 110% | $1,100,000 | | Nooney, CFO | 65% | $299,000 | 70% | $343,000 | | Jones, CUO | 60% | $270,000 | 70% | $343,000 | | Wiltse, CHRO | — | $— | 50% | $182,000 | | Redden, CITO (1) | — | $— | 50% | $82,500 | | Casey, Former GC (2) | — | $— | — | $— |

  31. SETTING EXECUTIVE COMPENSATION

    (1) Mr. Redden joined the Company on July 21, 2025, and therefore his short-term incentive target is prorated. (2) Mr. Casey's employment was involuntarily terminated on April 1, 2025, and therefore he was not eligible for a 2025 short-term incentive. The threshold, target and maximum payout levels for our Named Executive Officers under the 2025 Short-Term Incentive Plan are shown in the Grants of Plan-Based Awards in 2025 table on page 39, under the heading “Estimated Future Payouts Under Non-Equity Incentive Plan Awards.” Early in the first quarter, the Committee evaluates actual performance in relation to the prior year’s goals and approves the actual payment of awards related to the prior plan year. The Committee reserves the discretion to adjust any award, and will review and take into account individual performance, level of contribution, and the accomplishment of specific project goals that were initiated throughout the plan year. The Committee also reserves discretion with respect to any payout related to safety goals if we experience an employee or contractor fatality during the plan period. Discretion was not exercised to adjust awards for 2025. On January 22, 2026, the Committee approved a payout of 118.40% of target under the 2025 Short-Term Incentive Plan. The incentive plan payout was based on attainment of the following:

  32. SETTING EXECUTIVE COMPENSATION

    | Incentive | 2025 Results | Payout as a percentage of target | % of Award | Weighted payout as a percentage of target | | EPS from ongoing operations, as adjusted | $4.10 | 106.90% | 70.00% | 74.83% | | Timeliness of Incident Reporting | 96.30% | 200.00% | 2.50% | 5.00% | | Average Proactive Safety Activities/Employee | 9.12 | 200.00% | 2.50% | 5.00% | | Days Away, Restricted or Transferred (DART) | 0.58 | 147.36% | 2.50% | 3.68% | | Gas Distribution Damage (HPT) | 1.97 | 164.28% | 3.75% | 6.16% | | Electric Reliability (SAIDI) | 65.08 | 82.06% | 3.75% | 3.08% | | Customer Interaction: Customer Effort | 4.56 | 124.00% | 5.00% | 6.20% | | Customer Interaction: Customer Satisfaction | 4.54 | 116.00% | 2.50% | 2.90% | | Percent of Leadership Positions with 2 or more Diverse Candidates | 90.40% | 108.00% | 3.75% | 4.05% | | Percent of Employee Engagement Survey Participation | 93.00% | 200.00% | 3.75% | 7.50% | | Total Payout | | | 100% | 118.40% |

  33. SETTING EXECUTIVE COMPENSATION

    The Committee approved the metrics for the performance share unit portion of our Long-Term Incentive Plans as follows:

  34. SETTING EXECUTIVE COMPENSATION

    (1) For further information regarding Utility margin, a non-GAAP measure, please see Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2025 Annual Report on Form 10-K as filed with the U.S. Securities and Exchange Commission on February 11, 2026. We do not disclose the goals for our Performance Plan metrics because we believe disclosure of the goals could cause competitive harm. The long-term incentive compensation component is composed of performance share units with a three year performance period and restricted stock that vests ratably over three years. The Committee chose these components because linking executive compensation to stock price appreciation, total shareholder return, and other key financial and environmental metrics is an effective way to align the interests of management with those of our shareholders. The split between performance share units and restricted stock for each plan period is illustrated below: The target value of long-term incentives awarded is based primarily on competitive market data presented by the independent compensation consultant to the Committee, the strategic impact of each position, executive performance, and internal pay relationships. The actual amount realized may vary from the target award amounts. The Committee approved the target long-term incentive compensation level for each officer in January 2025.

  35. SETTING EXECUTIVE COMPENSATION

    | NEO Long-Term Incentive Target Compensation | | | | | 2024 | 2025 | | Evans, CEO | $2,900,000 | $2,900,000 | | Nooney, CFO | $650,000 | $700,000 | | Jones, CUO (1) | $475,000 | $650,000 | | Wiltse, CHRO | $— | $300,000 | | Redden, CITO (2) | $— | $— | | Casey, Former GC (3) | $— | $440,000 |

  36. SETTING EXECUTIVE COMPENSATION

    (1) The increase in Ms. Jones' long-term incentive compensation is performance based to bring her target to a more competitive level. (2) Mr. Redden joined the Company on July 21, 2025 and he received a sign-on restricted stock award valued at approximately $300,000, as described below, in lieu of annual long-term incentive compensation for fiscal 2025. (3) Mr. Casey's employment was involuntarily terminated on April 1, 2025 and forfeited all long-term incentive awards. Performance Share Units. Participants are awarded a target number of performance share units. The target number of performance share units is determined by dividing the Committee approved target performance value for the participant by the average closing price for the 10 trading days preceding the grant date. Vesting of performance share units associated with rTSR is based on our total shareholder return over designated performance periods as measured against our Compensation Peer Group, which the Committee viewed as a reasonable group to measure our relative performance against. A summary of the TSR performance criteria for the 2025-2027 performance share units is summarized in the table below:

  37. SETTING EXECUTIVE COMPENSATION

    | Performance Share Plans | | | | | Percentile Ranking for Threshold Payout of 25% of Target Shares | Percentile Ranking for Target Payout of 100% of Target Shares | Percentile Ranking for Maximum (200%) Payout Level | Possible Payout Range of Target | | 25th percentile | 50th percentile | 90th percentile | 0-200% |

  38. SETTING EXECUTIVE COMPENSATION

    The 2025-2027 performance share units, for the portion of the award that vests based on relative TSR, provides: (i) a threshold payout if relative TSR performance is below threshold but our cumulative TSR is at least 35 percent for the performance period; and (ii) the performance share plan payout is capped at 100 percent of target number of performance shares granted if TSR is negative for the performance period. The additional provisions are intended to reduce the impact of one peer company’s performance on the relative TSR, and also increase accountability and expectations related to the Company’s performance. Vesting of performance share units associated with Average Earnings Per Share, Average Cost per Customer, and Emissions Reduction performance is determined based upon the Company's performance against established performance goals. The final value of the performance shares is based upon the number of shares of common stock that are ultimately earned, based upon our performance in relation to the performance criteria. Threshold performance results in a payout of 25 percent of the target share award. Target performance results in a payout of the target share award. Maximum performance results in a payout of 200 percent of the target share award. The performance share units and dividend equivalents, if earned, are paid in common stock. Performance share units are pro-rated for the period of service in the events of retirement, death or disability. Performance share units vest in full under certain circumstances following a change in control. Performance share units are forfeited if an officer's employment is terminated for any reason other than those previously stated. Restricted Stock. Restricted stock awarded as long-term incentives vests one-third each year over a three-year period, and automatically vests in full upon death, disability or under certain termination circumstances following a change in control. Dividends are paid on the restricted stock. Unvested restricted stock is forfeited if an officer’s employment is terminated for any reason other than those previously stated. Payouts under the performance share units have varied significantly over the last 10 years, as shown in the graph below. Each performance period extends for three years. For the recently completed performance period, January 1, 2023 to December 31, 2025, the payout was based on attainment of the following:

  39. SETTING EXECUTIVE COMPENSATION

    | Metric | Target | 2023-2025 Results | Goal Payout as a % of Target | % of Award | Payout | | Relative Total Shareholder Return (rTSR) | 50th percentile | 20th Percentile | 0.00% | 70% | 0.00% | | Average EPS as Adjusted | $3.941 | $3.981 | 110.15% | 10% | 11.02% | | Average Cost to Serve | 44.1% | 44.8% | 88.07% | 10% | 8.81% | | Natural Gas Emission Reduction by 2035 | 28 | 28.1 | 101.43% | 10% | 10.14% | | Total Payout | | | | 100% | 29.97% |

  40. SETTING EXECUTIVE COMPENSATION

    The 2026-2028 performance share units of our Long-Term Incentive Plan retains our current four metrics and their relative weights. The weight of restricted stock and performance share units also remains consistent with the previous plan. The 2026-2028 plan design also includes a merger provision that stipulates if the Merger with NorthWestern Energy closes, PSUs will convert to time-based awards at target performance with no change to the original PSU vesting period. Sign-on Bonus Mr. Redden received a sign-on bonus of $50,000 on his first date of pay. The sign-on bonus is repayable or partially repayable if Mr. Redden's employment ends during the first two years either because he made the decision to voluntarily leave the Company or because the Company involuntarily terminates his employment. Mr. Redden also received a sign-on restricted stock award of 5,268 shares, valued at approximately $300,000, which vest on August 1, 2028. Special Awards In 2024, the Company experienced transitions in some key senior leader positions, including leaders of our growth and strategy, human resources and legal functions. In light of these transitions, the Committee desired to ensure continuity of the management team in a highly competitive environment in order to execute on the Company’s strategic priorities. The Committee selected certain key leaders who are strong performers making important contributions to the continued execution of the Company’s strategic priorities to receive incremental restricted stock awards. On January 23, 2025, the Committee approved an incremental award of time-based restricted stock to the following executive officers having the grant date fair value indicated for each such officer: Kimberly F. Nooney, Senior Vice President and Chief Financial Officer ($1,300,000) and Marne M. Jones, Senior Vice President and Chief Utility Officer ($950,000). The Committee, in consultation with its independent compensation consultant, considered the value of each of these awards taking into consideration the benefits that the Company will receive from leadership continuity, and other compensation payable to these executives, and determined that the amounts are reasonable for each recipient. The restricted stock vests ratably over an extended four-year period to help ensure long-term continuity of the management team. The terms of the awards are otherwise substantially the same as the time-based restricted stock awards granted to executive officers in connection with annual equity grants, provided that vesting of the retention awards will be accelerated in the event that the executive officer’s employment is involuntarily terminated without cause, as defined in the award agreement. Board and Management Roles in Compensation Decisions Role of Executive Officers in Compensation Decisions. In 2025, the Human Resources team, with the support of an independent compensation consultant, reviewed all compensation programs to ensure that the programs do not encourage unnecessary risk-taking and instead encourage behaviors that support the values and operations of the Company. This review determined that the compensation programs of the Company do not encourage excessive risk-taking or have an adverse effect on the Company. The CEO annually reviews the performance of each of our senior executive officers. Based upon these performance reviews and market analysis conducted by independent compensation consultants, the CEO recommends the compensation for this group of officers to the Committee. Role of the Committee and Board in Setting Executive Compensation. The Committee reviews and establishes the Company’s financial targets and the CEO’s goals and objectives for the year. After the end of each year, the Committee evaluates the CEO’s performance in light of established goals and objectives, with input from the other independent directors. Based upon the Committee’s evaluation and recommendation, the independent directors of the Board set the CEO’s annual compensation, including salary, short-term incentive, and long-term incentive compensation. The Committee reviews the CEO’s recommended compensation for our senior executive officers. The Committee may approve the CEO’s compensation recommendations for this group of officers or exercise its discretion by modifying any of the recommended compensation and award levels in its review and approval process. Say on Pay Results In total, the Committee believes that the 2025 compensation actions, decisions and outcomes strongly reflect and reinforce our compensation philosophy and, in particular, emphasize the alignment between compensation and both performance and shareholder interests. At our 2025 annual meeting, shareholders owning 97.8 percent of the shares that were voted on say on pay approved our executive compensation for 2024, which we consider highly supportive of our current compensation philosophy. In connection with establishing the 2025 executive compensation program, the Board reviewed the results of the say on pay vote, as well as market data and performance indicators. Governance Best Practices We have several governance programs in place to align our executive compensation with shareholder interests and to mitigate risks in our plans. These programs include stock ownership guidelines, mandatory and supplemental clawback policies, and the prohibition of hedging or pledging of Company stock.

  41. CHANGE IN CONTROL BENEFIT

    CHANGE IN CONTROL BENEFIT Our Named Executive Officers will also receive severance benefits in the event of a qualifying termination in connection with a change in control. Other than the CEO, we have no employment agreements with our Named Executive Officers. However, change in control protections are common among our Compensation Peer Group and the Committee and our Board believes providing these agreements to our corporate officers protects our shareholder interests in the event of a change in control by helping assure management focus and continuity. In October 2022, our Leadership Development and Compensation Committee approved a revised form of incentive award agreements that require a "double trigger" before accelerated equity compensation will be paid to our Named Executive Officers. The double trigger provides benefits in association with:

  42. CHANGE IN CONTROL BENEFIT

    | (1) a change in control, and | | (2) (i) a termination of employment other than by death, disability or by us for cause, or | | (ii) a termination by the employee for good reason. |

  43. CHANGE IN CONTROL BENEFIT

    Our change in control agreements have expiration dates and our Board conducts a review of the change in control agreements at each renewal period. Our current change in control agreements expire November 15, 2028. In general, our change in control agreements provide a severance payment of up to 2.99 times average compensation for Mr. Evans, and up to two times average compensation for the other Named Executive Officers. The change in control agreements do not provide for excise tax gross-ups. See the Potential Payments upon Termination or Change in Control table on page 44 and the accompanying narrative for more information regarding our change in control agreements and estimated payments associated with a change in control.

  44. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth the total compensation paid or earned by each of our Named Executive Officers for the years ended December 31, 2025, 2024 and 2023. We have no employment agreements with our Named Executive Officers,other than a letter agreement with Mr. Evans that we entered into in connection with the Merger that is described below:

  45. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | Changes in Pension Value and Nonqualified Deferred Compensation Earnings (3) | All Other Compensation(4,5) | Total | | Linden R. Evans | 2025 | $995,594 | $— | $2,966,688 | $1,294,886 | $4,179 | $730,412 | $5,991,759 | | President and Chief Executive Officer | 2024 | $978,846 | $— | $3,000,463 | $1,019,958 | $— | $787,874 | $5,787,141 | | | 2023 | $893,333 | $— | $2,729,666 | $1,372,785 | $35,493 | $607,725 | $5,639,002 | | Kimberly F. Nooney | 2025 | $487,356 | $— | $2,026,226 | $403,243 | $16,132 | $259,363 | $3,192,320 | | Sr. Vice President and Chief Financial Officer | 2024 | $474,615 | $— | $672,507 | $321,457 | $— | $193,360 | $1,661,939 | | | 2023 | $429,167 | $— | $606,568 | $395,700 | $13,765 | $144,083 | $1,589,283 | | Marne M. Jones | 2025 | $486,475 | $— | $1,622,365 | $402,287 | $5,824 | $225,648 | $2,742,599 | | Sr. Vice President and Chief Utility Officer | 2024 | $462,692 | $— | $491,443 | $289,275 | $— | $170,745 | $1,414,155 | | | 2023 | $388,333 | $— | $252,767 | $328,214 | $4,968 | $123,906 | $1,098,188 | | Sarah A. Wiltse (6) | 2025 | $362,766 | $— | $306,867 | $214,532 | $— | $141,420 | $1,025,585 | | Sr. Vice President and Chief Human | 2024 | $53,846 | $100,000 | $204,950 | $— | $— | $12,115 | $370,911 | | Resources Officer | | | | | | | | | | Don Redden (7) | 2025 | $176,322 | $50,000 | $304,596 | $97,680 | $— | $55,776 | $684,374 | | Sr. Vice President and Chief Information | | | | | | | | | | and Transformation Officer | | | | | | | | | | Phillip Casey (8) | 2025 | $119,097 | $— | $676,876 | $— | $— | $465,778 | $1,261,751 | | Former Sr. Vice President, General Counsel and | 2024 | $54,103 | $100,000 | $— | $— | $— | $1,869 | $155,972 | | Chief Compliance Officer | | | | | | | | |

  46. SUMMARY COMPENSATION TABLE

    (1) Stock Awards represent the grant date fair value related to restricted stock and performance share units that have been granted as a component of long-term incentive compensation. The grant date fair value is computed in accordance with the provisions of accounting standards for stock compensation. Assumptions used in the calculation of these amounts are included in Note 14 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025. The amounts shown for the performance shares and performance share units represent the values that are based on the achievement of 100% of the target performance. Assuming achievement of the maximum 200% of target performance, the value of the performance share units would be: $3,595,290 for Mr. Evans, $867,774 for Ms. Nooney, $805,800 for Ms. Jones, $545,454 for Mr. Casey, and $371,851 for Ms. Wiltse. Mr. Redden did not receive any performance shares or performance share units in fiscal 2025. (2) Non-Equity Incentive Plan Compensation represents amounts earned under the Short-Term Incentive Plan. The Leadership Development and Compensation Committee approved the payout of the 2025 awards on January 22, 2026 and the awards were paid on February 27, 2026. (3) Change in Pension Value and Nonqualified Deferred Compensation Earnings represents the net positive increase in actuarial value of the Pension Plan and Pension Restoration Benefit (“PRB”) for the respective years. The aggregate change in the actuarial present value of benefits under the pension plans were negative in 2024; therefore, no change in value is reported. These benefits have been valued using the assumptions disclosed in Note 13 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025. Because these assumptions sometimes change between measurement dates, the change in value reflects not only the change in value due to additional benefits earned during the period and the passage of time but also reflects the change in value caused by changes in the underlying actuarial assumptions. The Pension Plan and PRB were frozen effective January 1, 2010 for participants who did not satisfy the age 45 and 10 years of service eligibility. Mr. Evans and Mses. Jones and Nooney did not meet the eligibility criteria and their benefits were frozen. Our Named Executive Officers receive employer contributions into a Nonqualified Deferred Compensation Plan (“NQDC”). The NQDC employer contributions are reported in the All Other Compensation column. No Named Executive Officer received preferential or above-market earnings on nonqualified deferred compensation. The change in value attributed to each Named Executive Officer from each plan is shown in the table below:

  47. SUMMARY COMPENSATION TABLE

    | | Year | Defined Benefit Plan | PRB | Total Change in Pension Value | | Linden R. Evans | 2025 | $1,406 | $2,773 | $4,179 | | | 2024 | $(17,719) | $(14,047) | $(31,766) | | | 2023 | $19,510 | $15,983 | $35,493 | | Kimberly F. Nooney | 2025 | $16,132 | $— | $16,132 | | | 2024 | $(10,445) | $— | $(10,445) | | | 2023 | $13,765 | $— | $13,765 | | Marne M. Jones | 2025 | $5,824 | $— | $5,824 | | | 2024 | $(4,374) | $— | $(4,374) | | | 2023 | $4,968 | $— | $4,968 | | Sarah A. Wiltse | 2025 | $— | $— | $— | | | 2024 | $— | $— | $— | | Don Redden | 2025 | $— | $— | $— | | Phillip Casey | 2025 | $— | $— | $— | | | 2024 | $— | $— | $— |

  48. SUMMARY COMPENSATION TABLE

    All Other Compensation includes amounts allocated under the 401(k) match, 401(k) defined contributions, Company contributions to non-qualified deferred compensation plans, dividends received on unvested restricted stock units and other personal benefits. For Mr. Redden and Ms. Wiltse, all other compensation includes relocation expenses incurred in 2025 and for Mr. Casey a severance package which was paid upon his involuntary termination from the Company on April 1, 2025.

  49. SUMMARY COMPENSATION TABLE

    | | Year | 401(k) Match | Defined 401(k) Contributions | NQDC Contributions | Dividends on Restricted Stock | Severance (8) | Other Personal Benefits (5) | Total Other Compensation | | Linden R. Evans | 2025 | $15,000 | $31,500 | $560,670 | $94,137 | $— | $29,105 | $730,412 | | Kimberly F. Nooney | 2025 | $21,000 | $25,500 | $104,408 | $81,577 | $— | $26,878 | $259,363 | | Marne M. Jones | 2025 | $21,000 | $25,500 | $98,283 | $61,438 | $— | $19,427 | $225,648 | | Sarah A. Wiltse | 2025 | $21,000 | $10,500 | $1,115 | $14,618 | $— | $94,187 | $141,420 | | Don Redden | 2025 | $8,100 | $5,400 | $— | $7,122 | $— | $35,154 | $55,776 | | Phillip Casey | 2025 | $6,393 | $— | $— | $4,595 | $381,635 | $73,155 | $465,778 |

  50. SUMMARY COMPENSATION TABLE

    (5) The Other Personal Benefits column reflects the personal use of a Company vehicle of $16,718; $19,710; $12,987; $14,456; $5,236 and $2,800 for Mr. Evans, Mses. Nooney, Jones and Wiltse and Messrs. Redden and Casey, respectively, executive health of $3,634; $5,182 and $5,662 for Mr. Evans and Mses. Nooney and Jones, respectively, relocation of $77,979; $29,919 and $63,428 for Ms. Wiltse and Messrs. Redden and Casey, respectively, and financial planning services of $8,753; $1,986; $778; $1,752 and $6,928 for Mr. Evans, Mses. Nooney, Jones and Wiltse and Mr. Casey, respectively. (6) Ms. Wiltse became a NEO on October 28, 2024. The bonus amount in 2024 was a sign-on bonus received on her first date of pay. The sign-on bonus is repayable or partially repayable if Ms. Wiltse's employment ends during the first two years either because she made the decision to voluntarily leave the Company or because the Company involuntarily terminates her employment. (7) Mr. Redden joined the Company on July 21, 2025. The bonus amount in 2025 was a sign-on bonus received on his first date of pay. The sign-on bonus is repayable or partially repayable if Mr. Redden's employment ends during the first two years either because he made the decision to voluntarily leave the Company or because the Company involuntarily terminates his employment. Mr. Casey's employment was involuntarily terminated on April 1, 2025 and forfeited all long-term incentive stock awards. The bonus amount in 2024 was a sign-on bonus received on his first date of pay.

  51. GRANTS OF PLAN BASED AWARDS IN 2025(1)

    GRANTS OF PLAN BASED AWARDS IN 2025(1)

  52. GRANTS OF PLAN BASED AWARDS IN 2025(1)

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (3) | | | | | | Name | Grant Date | Date of Committee Action | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units(4) (#) | Grant Date Fair Value of Stock Awards(5) ($) | | Linden R. Evans | | | $546,827 | $1,093,654 | $2,187,308 | | | | | | | | 1/23/2025 | 1/23/2025 | | | | 7,585 | 30,340 | 60,680 | | $1,797,645 | | | 2/7/2025 | 1/23/2025 | | | | | | | 19,661 | $1,169,043 | | Kimberly F. Nooney | | | $170,288 | $340,577 | $681,154 | | | | | | | | 1/23/2025 | 1/23/2025 | | | | 1,831 | 7,323 | 14,646 | | $433,887 | | | 2/7/2025 | 1/23/2025 | | | | | | | 4,746 | $282,197 | | | 2/7/2025 | 1/23/2025 | | | | | | | 22,034 | $1,310,142 | | Marne M. Jones | | | $169,884 | $339,769 | $679,538 | | | | | | | | 1/23/2025 | 1/23/2025 | | | | 1,700 | 6,800 | 13,600 | | $402,900 | | | 2/7/2025 | 1/23/2025 | | | | | | | 4,407 | $262,040 | | | 2/7/2025 | 1/23/2025 | | | | | | | 16,102 | $957,425 | | Sarah A. Wiltse | | | $90,596 | $181,192 | $362,384 | | | | | | | | 1/23/2025 | 1/23/2025 | | | | 785 | 3,138 | 6,276 | | $185,926 | | | 2/7/2025 | 1/23/2025 | | | | | | | 2,034 | $120,942 | | Don Redden | | | $41,250 | $82,500 | $165,000 | | | | | | | | 8/1/2025 | 7/22/2025 | | | | | | | 5,268 | $304,596 | | Phillip Casey (6) | | | $— | $— | $— | | | | | | | | 1/23/2025 | 1/23/2025 | | | | 1,151 | 4,603 | 9,206 | | $272,727 | | | 2/7/2025 | 1/23/2025 | | | | | | | 6,797 | $404,150 |

  53. GRANTS OF PLAN BASED AWARDS IN 2025(1)

    (1) No stock options were granted to our Named Executive Officers in 2025. (2) The columns under “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” show the range of payouts for 2025 performance under our Short-Term Incentive Plan as described in the Compensation Discussion and Analysis under the section titled “Short-Term Incentive” on page 27. If the performance criteria are met, payouts can range from 50 percent of target at the threshold level to 200 percent of target at the maximum level. The non-equity incentive payment for 2025 performance, paid in 2026, has been made based on achieving the criteria described in the Compensation Discussion and Analysis, at 118.40 percent of target, and is shown in the Summary Compensation Table on page 37 in the column titled “Non-Equity Incentive Plan Compensation.” (3) The columns under “Estimated Future Payouts Under Equity Incentive Plan Awards” show the range of payouts (in shares of stock) for the January 1, 2025 to December 31, 2027 performance period as described in the Compensation Discussion and Analysis under the section titled “Long-Term Incentive” on page 30. If the performance criteria are met, payouts can range from 25 percent of target to 200 percent of target. If a participant retires, suffers a disability or dies during the performance period, the participant or the participant’s estate is entitled to that portion of the number of performance shares as such participant would have been entitled to had he or she remained employed through the end of the performance period, prorated for the number of months served. With the exception of certain terminations following a change in control, performance shares and performance share units are forfeited if employment is terminated for any other reason. During the performance period, dividends and other distributions paid with respect to the shares of common stock accrue for the benefit of the participant and are paid out at the end of the performance period. (4) The column “All Other Stock Awards” reflects the number of shares of restricted stock granted on February 7, 2025. Generally, restricted stock vests one-third each year over a three-year period, however, the special restricted stock awards of 22,034 and 16,102 shares as described on page 34 for Mses. Nooney and Jones, respectively, vest one-fourth each year over an extended four-year period. Restricted stock automatically vests upon death or disability, with the exception of certain terminations following a change in control. Mr. Redden was granted restricted stock on August 1, 2025 and his award is scheduled to vest in its entirety at the end of the three-year vesting period. Unvested restricted stock is forfeited if employment is terminated for any other reason. Dividends are paid on the restricted stock and the dividends that were paid in 2025 are included in the column titled “All Other Compensation” in the Summary Compensation Table on page 37. (5) The column “Grant Date Fair Value of Stock Awards” reflects the grant date fair value of each equity award computed in accordance with the provisions of accounting standards for stock compensation. The grant date fair value for the performance share units was $62.16 per share and was calculated on a weighted average basis considering the results of a Monte Carlo simulation model and the market value of our common stock as of the beginning of the performance period. Assumptions used in the calculation are included in Note 14 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025. The grant date fair value for the restricted stock was $59.46 per share for the February 7, 2025 grant, which was the market value of our common stock on the date of grant as reported on the NYSE. For Mr. Redden's August 1, 2025 restricted stock award, the grant date fair value was $57.82 per share. Mr. Casey's employment was involuntarily terminated on April 1, 2025 and forfeited all outstanding equity awards.

  54. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025(1)

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025(1)

  55. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025(1)

    | Stock Awards | | | | | | Name | Number of Shares or Units of Stock That Have Not Vested(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Linden R. Evans | 34,814 | 2,416,788 | 83,479 | 5,795,112 | | Kimberly F. Nooney | 30,169 | 2,094,332 | 19,233 | 1,335,155 | | Marne M. Jones | 22,721 | 1,577,292 | 14,933 | 1,036,649 | | Sarah A. Wiltse | 5,406 | 375,285 | 3,274 | 227,281 | | Don Redden | 5,268 | 365,705 | — | — | | Phillip Casey (3) | — | — | — | — |

  56. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025(1)

    (1) There were no stock options outstanding at December 31, 2025 for our Named Executive Officers. (2) Vesting dates for restricted stock and performance share units are shown in the table below. The performance share units shown with a vesting date of January 22, 2026, are the actual equivalent shares, including dividend equivalents, earned for the performance period ended December 31, 2025. On January 22, 2026, the Leadership Development and Compensation Committee determined the extent to which the performance criteria were met, resulting in a payout of 29.97 percent of target. The performance shares with a vesting date of January 22, 2027 and the performance share units with a vesting date of January 22, 2028 are shown as target payout levels based upon performance as of December 31, 2025. (3) Mr. Casey's employment was involuntarily terminated on April 1, 2025 and forfeited all outstanding equity awards.

  57. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025(1)

    | | Unvested Restricted Stock | | Unvested and Unearned Performance Shares | | | Name | # of Shares | Vesting Date | # of Shares | Vesting Date | | Linden R. Evans | 3,799 | 02/09/26 | 9,036 | 01/23/26 | | | 5,677 | 02/09/26 | 42,776 | 01/22/27 | | | 5,677 | 02/09/27 | 31,667 | 01/28/28 | | | 6,553 | 02/07/26 | | | | | 6,554 | 02/07/27 | | | | | 6,554 | 02/07/28 | | | | Kimberly F. Nooney | 844 | 02/09/26 | 2,006 | 01/23/26 | | | 1,272 | 02/09/26 | 9,585 | 01/22/27 | | | 1,273 | 02/09/27 | 7,642 | 01/28/28 | | | 1,582 | 02/07/26 | | | | | 1,582 | 02/07/27 | | | | | 1,582 | 02/07/28 | | | | | 5,508 | 02/07/26 | | | | | 5,509 | 02/07/27 | | | | | 5,508 | 02/07/28 | | | | | 5,509 | 02/07/29 | | | | Marne M. Jones | 352 | 02/09/26 | 835 | 01/23/26 | | | 930 | 02/09/26 | 7,002 | 01/22/27 | | | 930 | 02/09/27 | 7,096 | 01/28/28 | | | 1,469 | 02/07/26 | | | | | 1,469 | 02/07/27 | | | | | 1,469 | 02/07/28 | | | | | 4,025 | 02/07/26 | | | | | 4,026 | 02/07/27 | | | | | 4,025 | 02/07/28 | | | | | 4,026 | 02/07/29 | | | | Sarah A. Wiltse | 3,372 | 11/08/27 | 3,274 | 01/28/28 | | | 678 | 02/07/26 | | | | | 678 | 02/07/27 | | | | | 678 | 02/07/28 | | | | Don Redden | 5,268 | 08/01/28 | | | | Phillip Casey | — | — | | |

  58. OPTION EXERCISES AND STOCK VESTED DURING 2025(1)

    OPTION EXERCISES AND STOCK VESTED DURING 2025(1)

  59. OPTION EXERCISES AND STOCK VESTED DURING 2025(1)

    | Stock Awards(2) | | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Linden R. Evans | 16,432 | $981,323 | | Kimberly F. Nooney | 2,870 | $171,114 | | Marne M. Jones | 2,036 | $121,524 | | Sarah A. Wiltse | — | $— | | Don Redden | — | $— | | Phillip Casey | — | $— |

  60. OPTION EXERCISES AND STOCK VESTED DURING 2025(1)

    _______________ (1) There were no stock options exercised during 2025. (2) Reflects restricted stock that vested in 2025 and performance shares earned for the January 1, 2022 to December 31, 2024 performance period. The performance share payout was approved by the Leadership Development and Compensation Committee on January 23, 2025 and paid out on February 28, 2025.

  61. PENSION BENEFITS FOR 2025

    PENSION BENEFITS FOR 2025 Several years ago, we adopted a defined contribution plan design as our primary retirement plan and amended our Pension Plan and Nonqualified Pension Plans for all eligible employees to incorporate a partial freeze in which the accrual of benefits ceased for certain participants while other participants were allowed an election to continue to accrue benefits. Employees eligible to elect continued participation were those employees who were at least 45 years old and had at least 10 years of eligible service with us as of January 1, 2010. None of our Named Executive Officers met the age and service requirement necessary to continue to accrue benefits under the Pension Plan. Rather, benefits under the Pension Plan were frozen for Mr. Evans and Mses. Nooney and Jones. Ms. Wiltse and Messrs. Casey and Redden joined the Company after the plans were frozen and therefore do not participate in the plans. The present value accumulated by each Named Executive Officer from each plan is shown in the table below:

  62. PENSION BENEFITS FOR 2025

    | Name | Plan Name | Number of Years of Credited Service(1) (#) | Present Value of Accumulated Benefit(2) ($) | Payments During Last Fiscal Year ($) | | Linden R. Evans | Pension Plan | 8.58 | $278,693 | $— | | | Pension Restoration Benefit | 8.58 | $224,522 | $— | | Kimberly F. Nooney | Pension Plan | 13.50 | $176,847 | $— | | | Pension Restoration Benefit | N/A | $— | $— | | Marne M. Jones | Pension Plan | 8.00 | $60,589 | $— | | | Pension Restoration Plan | N/A | $— | $— |

  63. PENSION BENEFITS FOR 2025

    (1) The number of years of credited service represents the number of years used in determining the benefit for each plan. The present value of accumulated benefits was calculated assuming the participants will work until retirement, benefits commence at age 62 and using the discount rate, mortality rate and assumed payment form assumptions consistent with those disclosed in Note 13 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025.

  64. DEFINED BENEFIT PENSION PLAN

    DEFINED BENEFIT PENSION PLAN Our Pension Plan is a qualified pension plan. As discussed above, several years ago we amended our Pension Plan to incorporate a partial freeze in which the accrual of benefits ceased for certain participants while other participants were allowed an election to continue to accrue benefits. The Pension Plan provides benefits at retirement based on length of employment service and average compensation levels during the highest five consecutive years of the last ten years of service. For purposes of the benefit calculation, earnings include wages and other cash compensation received from us, including any bonus, commission, unused paid time off or incentive compensation. It also includes any elective before-tax contributions made by the employee to a Company-sponsored cafeteria plan or 401(k) plan. However, it does not include any expense reimbursements, taxable fringe benefits, moving expenses or moving/relocation allowances, nonqualified deferred compensation, non-cash incentives, stock options and any payments of long-term incentive compensation such as restricted stock or payments under performance share plans. The Internal Revenue Code places maximum limitations on the amount of compensation that may be recognized when determining benefits of qualified pension plans. In 2025, the maximum amount of compensation that could be recognized when determining compensation was $350,000 (called “covered compensation”). Our employees do not contribute to the plan. The amount of the annual contribution by us to the plan is based on an actuarial determination. The benefit formula for the Named Executive Officers in the plan is the sum of (a) and (b) below: (a) Credited Service after January 31, 2000

  65. DEFINED BENEFIT PENSION PLAN

    | 0.9% of average earnings (up to covered compensation), multiplied by credited service after January 31, 2000 minus the number of years of credited service before January 31, 2000 | Plus | 1.3% of average earnings in excess of covered compensation, multiplied by credited service after January 31, 2000 minus the number of years of credited service before January 31, 2000 |

  66. DEFINED BENEFIT PENSION PLAN

    Plus (b) Credited Service before January 31, 2000

  67. DEFINED BENEFIT PENSION PLAN

    | 1.2% of average earnings (up to covered compensation), multiplied by credited service before January 31, 2000 | Plus | 1.6% of average earnings in excess of covered compensation, multiplied by credited service before January 31, 2000 |

  68. DEFINED BENEFIT PENSION PLAN

    Pension benefits are not reduced for social security benefits. The Internal Revenue Code places maximum limitations on annual benefit amounts that can be paid under qualified pension plans. In 2025, the maximum benefit payable under qualified pension plans was $280,000. Accrued benefits become 100 percent vested after an employee completes five years of service. Normal retirement is defined as age 65 under the plan. However, a participant may retire and begin taking unreduced benefits at age 62 with five years of service. Participants who have completed at least five years of credited service can retire and receive defined benefit pension benefits as early as age 55. However, the retirement benefit will be reduced by five percent for each year of retirement before age 62. Mr. Evans is the only Named Executive Officer eligible for pension benefits who is age 55 or older and is entitled to early retirement benefits under this provision.

  69. NONQUALIFIED DEFERRED COMPENSATION FOR 2025

    NONQUALIFIED DEFERRED COMPENSATION FOR 2025 We have a Nonqualified Deferred Compensation Plan for a select group of management or highly compensated employees. Eligibility to participate in the plan is determined by the Leadership Development and Compensation Committee and includes our Named Executive Officers. A summary of the activity in the plan and the aggregate balance as of December 31, 2025 for our Named Executive Officers is shown in the following table. Our Named Executive Officers received no withdrawals or distributions from the plan in 2025.

  70. NONQUALIFIED DEFERRED COMPENSATION FOR 2025

    | Name | Executive Contributions | Company Contributions in Last Fiscal Year (1) | Aggregate Earnings in Last Fiscal Year (2) | Aggregate Balance at Last Fiscal Year End (3) | | Linden R. Evans | $— | $560,670 | $1,285,064 | $9,735,295 | | Kimberly F. Nooney | $— | $104,408 | $144,644 | $1,042,103 | | Marne M. Jones | $— | $98,283 | $62,867 | $617,756 | | Sarah A. Wiltse | $— | $1,115 | $— | $1,115 | | Don Redden | $— | $— | $— | $— | | Phillip Casey | $— | $— | $620 | $6,227 |

  71. NONQUALIFIED DEFERRED COMPENSATION FOR 2025

    _______________ (1) Our contributions represent non-elective Supplemental Matching and Retirement Contributions and Supplemental Target Contributions (defined in the paragraph below) and are included in the All Other Compensation column of the Summary Compensation Table. The value attributed from each contribution type to each Named Executive Officer in 2025 is shown in the table below:

  72. NONQUALIFIED DEFERRED COMPENSATION FOR 2025

    | Name | Supplemental Matching Contribution | Supplemental Retirement Contribution | Supplemental Target Contribution | Total Company Contributions | | Linden R. Evans | $99,851 | $57,981 | $402,838 | $560,670 | | Kimberly F. Nooney | $27,480 | $12,288 | $64,640 | $104,408 | | Marne M. Jones | $25,480 | $10,830 | $61,973 | $98,283 | | Sarah A. Wiltse | $743 | $372 | $— | $1,115 | | Don Redden | $— | $— | $— | $— | | Phillip Casey | $— | $— | $— | $— |

  73. NONQUALIFIED DEFERRED COMPENSATION FOR 2025

    (2) Because amounts included in this column do not include above-market or preferential earnings, none of these amounts are included in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table. (3) Messrs. Evans’, Casey’s, Redden's, and Mses. Nooney's, Jones' and Wiltse's aggregate balances at December 31, 2025 include $1,685,451, $0, $0, $294,524, $261,817, and $1,115, respectively, which are included in the Summary Compensation Table as 2025, 2024 and 2023 compensation. (4) In April of 2022, the Leadership Development and Compensation Committee eliminated the supplemental target contribution for all future participants in the plan. All our Named Executive Officers, with the exception of Messrs. Casey and Redden and Ms. Wiltse, were participants prior to this elimination and maintain entitlement to supplemental target contributions. Eligible employees may elect to defer up to 50 percent of their base salary and up to 100 percent of their Short-Term Incentive Plan award. In addition, the Nonqualified Deferred Compensation Plan was amended to provide certain officers whose Pension Plan benefit and Nonqualified Pension Plan benefits were frozen with non-elective supplemental matching contributions equal to 6 percent of eligible compensation in excess of the Internal Revenue Code limit plus matching contributions, if any, lost under the 401(k) Retirement Savings Plan due to nondiscrimination test results and provides non-elective supplemental age and service points-based contributions that cannot be made to the 401(k) Retirement Savings Plan due to the Internal Revenue Code limit (“Supplemental Matching and Retirement Contributions”). It also provides supplemental target contributions equal to a percentage of compensation that may differ by executive, as defined in the Plan document (“Supplemental Target Contributions”). Mr. Evans and Mses. Jones and Nooney received Supplemental Target Contributions of 20 percent, 8 percent, and 8 percent respectively. The deferrals are deposited into hypothetical investment accounts where the participants may direct the investment of the deferrals as allowed by the plan. The investment options are the same as those offered to all employees in the 401(k) Retirement Savings Plan except for a fixed rate option, which was set at 5.32 percent in 2025. Investment earnings are credited to the participants’ accounts. Upon retirement, we will distribute the account balance to the participant according to the participant's distribution election. The participants may elect either a lump sum payment or annual or monthly installments over a period of years designated by the participant, but not to exceed 10 years. As of January 1, 2025, Mr. Evans and Mses. Jones and Nooney are 100 percent vested in the plan.

  74. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table describes the potential payments and benefits under our compensation and benefit plans and arrangements to which our Named Executive Officers would be entitled upon termination of employment. Except for (i) certain terminations following a change in control, as described below, (ii) pro-rata payout of incentive compensation and the acceleration of vesting of equity awards upon retirement, death or disability, and (iii) certain pension and nonqualified deferred compensation arrangements described under Pension Benefits for 2025 and Nonqualified Deferred Compensation for 2025 above, there are no agreements, arrangements or plans that entitle the Named Executive Officers to severance, perquisites, or other enhanced benefits upon termination of their employment. Any agreements to provide other payments or benefits to a terminating executive officer would be in the discretion of the Leadership Development and Compensation Committee. After review and consideration of the circumstances, including review and discussion with the Leadership Development and Compensation Committee and its independent compensation consultant, the Board determined that the Merger, upon completion, will be deemed to constitute a change in control for purposes of certain compensation arrangements as described below, and that certain equity awards would vest in full at the effective time of the Merger (the "Effective Time"), which deviated from the original terms of the agreements. In making this determination, the Board considered several factors, including, among other things, the fact that the Merger constitutes a change in control under applicable NorthWestern compensation arrangements, the parties’ agreement to use a “best athlete” approach to appointing certain executive officers and other employees of the combined company ("Newco"), the fact that NorthWestern’s time-based equity awards provided for acceleration of vesting upon a change in control, and the retention value of providing similar treatment to the Company’s officers and employees given the uncertainty created for them by the pendency of the Merger. In addition, the Agreement and Plan of Merger, dated as of August 18, 2025 (the "Merger Agreement") provides for certain alternative treatment of equity awards in the event of the closing of the Merger, which are described in more detail below. Finally, Mr. Evans entered into a Transition Agreement (as defined below) providing that, in exchange for Mr. Evans’ commitment to remain employed through the Effective Time or the termination of the Merger Agreement, he will be entitled to certain payments and benefits, other than cash severance, under his change in control agreement, and accelerated vesting of his equity awards, when his employment concludes at that time. The amounts shown below assume that the stated termination was effective as of December 31, 2025, and thus includes estimates of the amounts that would be paid out to our Named Executive Officers upon their termination. The table does not include amounts such as base salary, short-term incentives and stock awards that the Named Executive Officers earned due to employment through December 31, 2025 and distributions of vested benefits such as those described under Pension Benefits for 2025 and Nonqualified Deferred Compensation for 2025. The table also does not include a value for outplacement services because this would be a de minimis amount. The actual amounts to be paid can only be determined at the time of such Named Executive Officer’s separation from us.

  75. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | Cash Severance Payment | Incremental Retirement Benefit (present value)(3) | Continuation of Medical/ Welfare Benefits (present value)(4) | Acceleration of Equity Awards(5) | Total Benefits | | Linden R. Evans (7) | | | | | | | Retirement | $— | $— | $— | $4,006,800 | $4,006,800 | | Death or disability | $— | $— | $— | $6,423,588 | $6,423,588 | | Involuntary termination | $— | $— | $— | $— | $— | | CIC (1) | $— | $— | $— | $— | $— | | Involuntary or good reason termination after CIC(2) | $6,279,000 | $1,908,000 | $73,500 | $6,423,502 | $14,684,002 | | Kimberly F. Nooney | | | | | | | Retirement | $— | $— | $— | $— | $— | | Death or disability | $— | $— | $— | $3,011,186 | $3,011,186 | | Involuntary termination | $— | $— | $— | $— | $— | | CIC (1) | $— | $— | $— | $— | $— | | Involuntary or good reason termination after CIC(2) | $1,666,000 | $321,440 | $68,800 | $3,011,162 | $5,067,402 | | Marne M. Jones | | | | | | | Retirement | $— | $— | $— | $— | $— | | Death or disability | $— | $— | $— | $2,299,802 | $2,299,802 | | Involuntary termination | $— | $— | $— | $— | $— | | CIC (1) | $— | $— | $— | $— | $— | | Involuntary or good reason termination after CIC(2) | $1,666,000 | $311,640 | $83,400 | $2,299,676 | $4,360,716 | | Sarah A. Wiltse | | | | | | | Retirement | $— | $— | $— | $— | $— | | Death or disability | $— | $— | $— | $489,364 | $489,364 | | Involuntary termination | $— | $— | $— | $— | $— | | CIC (1) | $— | $— | $— | $— | $— | | Involuntary or good reason termination after CIC(2) | $1,092,000 | $109,422 | $44,000 | $489,342 | $1,734,764 | | Don Redden | | | | | | | Retirement | $— | $— | $— | $— | $— | | Death or disability | $— | $— | $— | $365,705 | $365,705 | | Involuntary termination | $— | $— | $— | $— | $— | | CIC (1) | $— | $— | $— | $— | $— | | Involuntary or good reason termination after CIC(2) | $1,170,000 | $109,682 | $44,800 | $365,705 | $1,690,187 | | Phillip Casey (6) | | | | | | | Retirement | $— | $— | $— | $— | $— | | Death or disability | $— | $— | $— | $— | $— | | Involuntary termination | $381,635 | $— | $— | $— | $381,635 | | CIC (1) | $— | $— | $— | $— | $— | | Involuntary or good reason termination after CIC(2) | $— | $— | $— | $— | $— |

  76. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    The amounts reflected for after a change in control (with no involuntary or good reason termination) contemplate the assumption or replacement of the equity awards by the successor entity. See the section below titled "Quantification of Payments and Benefits to Named Executive Officers in Connection with the Merger" for the amounts a Named Executive Officer would receive in the event of the Merger based on the modified provisions in the Merger Agreement and Transition Agreement. (2) The amounts reflected for involuntary or good reason termination after a change in control include the benefits a Named Executive Officer would receive in the event of a change followed by an involuntary or good reason termination. See the section below titled "Quantification of Payments and Benefits to Named Executive Officers in Connection with the Merger" for the amounts a Named Executive Officer would receive in the event of the Merger based on the modified provisions in the Merger Agreement and Transition Agreement. (3) Assumes that in the event of a change in control, Mr. Evans will receive an additional three years of credited and vesting service and the other Named Executive Officers will receive an additional two years of credited and vesting service towards the benefit accrual under their applicable retirement plans. For Mr. Evans and Mses. Jones and Nooney this would be the Retirement Contributions and Nonqualified Deferred Compensation contributions. The benefits will immediately vest and payments will commence at the earliest eligible date unless the executive has elected a later date for the nonqualified plans. Only Mr. Evans was retirement eligible as of December 31, 2025. (4) Welfare benefits include medical coverage, dental coverage, life insurance, short-term disability coverage and long-term disability coverage. The calculation assumes that the Named Executive Officer does not take employment with another employer following termination, elects continued welfare benefits until age 55 or, if later, the end of the two year benefit continuation period (three years for Mr. Evans) and elects retiree medical benefits thereafter. Retirement is assumed to occur at the earliest eligible date. (5) In the event of death or disability, the acceleration of equity awards represents the acceleration of unvested restricted stock and the assumed payout of the pro-rata share of the performance shares for the January 1, 2024 to December 31, 2026 and January 1, 2025 to December 31, 2027 performance periods. In the event of retirement, all unvested restricted stock is forfeited and the acceleration of equity awards represents only the pro-rata share of the performance shares and performance share units. We assumed a 97.8 percent payout of the performance shares for the January 1, 2024 to December 31, 2026 performance period and a 50.2 percent payout of target for the January 1, 2025 to December 31, 2027 performance period based on assumed target achievement of performance metrics for EPS and average cost to serve and, for relative TSR, our Monte Carlo valuations at December 31, 2025. In the event of a change in control without an involuntary or good reason termination after a change in control, the acceleration of equity awards only occurs if the awards are not assumed or replaced by the successor entity. In the event of a change in control or an involuntary or good reason termination after a change in control, the acceleration of equity awards represents the acceleration of unvested restricted stock and performance share units calculated as if the performance period ended on December 31, 2025 for the January 1, 2024 to December 31, 2026, and January 1, 2025 to December 31, 2027 performance periods. The valuation of the restricted stock and performance share units was based upon the closing price of our common stock on December 31, 2025, which was $69.42. Mr. Casey received a cash severance equal to 49 weeks of pay, was released from the repayment obligations of his relocation and sign-on agreements, and was provided outplacement services, in exchange for signing a release of claims. (7) Mr. Evans cash severance amount associated with an involuntary or good reason termination after CIC reflects his standard change in control provisions. However, pursuant to the Merger Agreement with NorthWestern Energy, Mr. Evans is subject to a separate letter agreement that specifies the benefits he is eligible to receive in connection with the Merger. See the tables on page 48 for the actual cash severance amount Mr. Evans is eligible for associated with the Merger. Payments Made Upon Termination. Regardless of the manner in which a Named Executive Officer’s employment terminates, the Named Executive Officer or his/her beneficiaries may be entitled to receive amounts earned during his/her term of employment. These include: • accrued salary and unused vacation pay; • amounts vested under the Pension Plan and Nonqualified Pension Plans; • amounts vested under the Nonqualified Deferred Compensation Plan; and • amounts vested under the 401(k) Retirement Savings Plan. Payments Made Upon Retirement. In the event of retirement of a Named Executive Officer, in addition to the items identified above, he/she will also receive the benefit of the following: • a pro-rata share of the performance shares for each outstanding performance period upon completion of the performance period; and • a pro-rata share of the actual payout under the Short-Term Incentive Plan upon completion of the incentive period. Payments Made Upon Death or Disability. In the event of death or disability of a Named Executive Officer, in addition to the items identified above for payments made upon termination, he/she will also receive the benefit of the following: • accelerated vesting of restricted stock and restricted stock units; • a pro-rata share of the performance shares for each outstanding performance period upon completion of the performance period; and • a pro-rata share of the actual payout under the Short-Term Incentive Plan upon completion of the incentive period. Payments Made Upon a Change in Control. Our Named Executive Officers have change in control agreements that terminate November 15, 2028. The renewal of the change in control agreements is at the discretion of the Leadership Development and Compensation Committee and the Board. The change in control agreements provide for certain payments and other benefits to be payable upon a change in control and a subsequent termination of employment, either involuntary or for a good reason. In order to receive any payments under the agreements, the Named Executive Officer must sign a waiver and release of claims that includes a one-year non-competition clause and two-year non-solicitation and non-disparagement clauses. A change in control is defined in the agreements as: • an acquisition of 30 percent or more of our common stock, except for certain defined acquisitions, such as acquisition by employee benefit plans, us, any of our subsidiaries, or acquisition by an underwriter holding the securities in connection with a public offering thereof; or • members of our incumbent Board cease to constitute at least a majority of the members of the Board, with the incumbent Board being defined as those individuals consisting of the Board on October 1, 2022 and any other directors elected subsequently whose election was approved by the incumbent Board; or • approval by our shareholders of:

  77. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | - | a merger, consolidation, or reorganization; | | - | liquidation or dissolution; or | | - | an agreement for sale or other disposition of all or substantially all of our assets, with exceptions for transactions which do not involve an effective change in control of voting securities or Board membership, and transfers to subsidiaries or sale of subsidiaries; and |

  78. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    • all regulatory approvals required to effect a change in control have been obtained and the transaction constituting the change in control has been consummated. In the change in control agreements, a good reason for termination that triggers payment of benefits includes: • a material reduction of the executive’s authority, duties or responsibilities; • a material reduction in the executive’s base salary or annual incentive target opportunity; • any material breach by us of any provisions of the change in control agreement; • requiring the executive to be based outside a 50-mile radius from his or her usual and normal place of work; or our failure to obtain an agreement, satisfactory to the executive, from any successor company to assume and agree to perform under the change in control agreement. Upon a change in control, an employment contract with Mr. Evans will become effective for a three-year period and for a two-year period for the other Named Executive Officers; provided that in the event of the Merger, Mr. Evans' employment will be governed by the terms of the Transition Agreement. During this time, the executive will receive annual compensation at least equal to the highest rate in effect at any time during the one-year period preceding the change in control and will also receive employment welfare benefits, pension benefits and supplemental retirement benefits on a basis no less favorable than those received prior to the change in control. Annual compensation is defined to include amounts which are includable in the gross income of the executive for federal income tax purposes, including base salary, targeted short-term incentive, targeted long-term incentive grants and awards, and matching contributions or other benefits payable under the 401(k) Retirement Savings Plan, but exclude restricted stock awards, performance units or stock options that become vested or exercisable pursuant to a change in control. If a Named Executive Officer’s employment is terminated prior to the end of the covered time by us for cause or disability, by reason of the Named Executive Officer’s death, or by the Named Executive Officer without good reason, the Named Executive Officer will receive all amounts of compensation earned or accrued through the termination date. If the Named Executive Officer’s employment is terminated because of death or disability, the Named Executive Officer or their beneficiaries will also receive a pro rata bonus equal to 100 percent of the target incentive for the portion of the year served. If a Named Executive Officer's employment is terminated during the employment term (other than by reason of death) (i) by us other than for cause or disability, or (ii) by the Named Executive Officer for a good reason, then the Named Executive Officer is entitled to the following benefits; provided, that Mr. Evans' benefits would be modified as set forth in the Transition Agreement described below in connection with the conclusion of his employment upon closing of the Merger or termination of the Merger Agreement: • Cash Severance - severance pay equal to two times (or, for Mr. Evans, 2.99 times) the officer's severance compensation defined as the Named Executive Officer's base salary and short-term incentive target on the date of the change in control; • Pro-rated Target Bonus - a pro-rata target short-term incentive bonus for the year in which the termination occurs; • Welfare Benefit Continuation - continuation of employee welfare benefits for eighteen months following the termination date if the Named Executive Officer was enrolled in coverage prior to the termination; • Incremental Retirement Benefits - (a) two additional years (or, in the case of Mr. Evans, three additional years) of service and age will be credited to the Named Executive Officer's retiree medical savings account and the account balance will become fully vested and the Named Executive Officer eligible to use the account balance to offset retiree medical premiums at the later of age 55 or the end of the applicable continuation period; (b) two years (or, in the case of Mr. Evans, three years) of additional credited service under the executive's applicable retirement plans; and (c) two additional years (or, in the case of Mr. Evans, three years) of employer contributions under the Post-2018 Nonqualified Deferred Compensation Plan; and • Outplacement Assistance - outplacement assistance services for up to six months. No payment or benefits are provided under any of these agreements (including the Transition Agreement) unless the Named Executive Officer executes, and does not revoke, a written release of any and all claims against Black Hills or its successor (other than entitlements under the terms of the agreements or which may not be released under applicable law). The agreements also contain confidentiality, non-competition and non-solicitation obligations for each of the Named Executive Officers pursuant to which they have each agreed not to compete with the business for one year, or to solicit customers or employees for two years following a termination of employment. The change in control agreements do not contain a benefit to cover any excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, and the Merger will not trigger any excise tax under Section 4999. Payments and Benefits to Named Executive Officers in Connection with the Merger. In connection with the execution of the Merger Agreement, on August 18, 2025, the Company entered into a letter agreement (the "Transition Agreement") with Mr. Evans pursuant to which Mr. Evans will remain employed as the Company's President and Chief Executive Officer through the Effective Time. The Transition Agreement provides that in exchange for Mr. Evans' commitment to remain employed through the Effective Time or termination of the Merger Agreement, he will be entitled to certain payments and benefits, other than cash severance, under his change in control severance agreement, and accelerated vesting of his equity awards, when his employment concludes at that time. In addition, the Board determined that the Merger, upon completion, will be deemed to constitute a change in control for purposes of the change in control agreements and that certain equity awards would vest in full at the Effective Time, which deviates from the original terms of the award agreements as described below. Equity Awards Granted Prior to August 18, 2025. Each restricted stock award issued to officers and employees prior to the date of the Merger Agreement (including any dividends credited in respect thereto) will fully vest, with restrictions on such shares lapsing in full, as of immediately prior to the Effective Time. •

  79. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Each performance unit (including any dividend equivalent units credited in respect thereto) that was issued prior to the date of the Merger Agreement will be converted into a RSU award providing for payment in shares of common stock of Newco, (A) with the number of stock units of the Company outstanding immediately prior to the Effective Time calculated based on the greater of (1) the number of stock units assuming target performance was achieved or (2) the number of stock units based on actual performance achievement as of immediately prior to the Effective Time, as the Company reasonably determines in good faith and in consultation with NorthWestern, and (B) with vesting of such Newco restricted stock units determined based on continued service through the end of the applicable performance period for such converted performance unit award (for the avoidance of doubt, without any ongoing performance-vesting conditions) and with the Closing deemed to constitute a "change in control" or similar event for purposes of any accelerated vesting in connection with termination of employment following a change in control or similar event (notwithstanding the fact that the Merger may not otherwise constitute such a triggering event) subject to the vesting provisions of the stock plan and applicable award as in effect immediately prior to the Effective Time. Equity Awards Granted On or After August 18, 2025. • At the Effective Time, each unvested restricted stock award granted on or after the date of the Merger Agreement will be treated as specified in the terms of such award. • Any unvested performance units that are granted on or after the date of the Merger Agreement and that are outstanding as of the Effective Time will be treated as specified in the terms of such award, including, in the case of executive officers, accelerated vesting of any such awards upon a qualifying termination during the protection period (assuming for this purpose that the Merger constitutes a "change in control" under such agreements). Quantification of Payments and Benefits to Named Executive Officers in Connection with the Merger • For purposes of this disclosure, a "Qualifying Termination" means a termination of employment without "cause" or for "good reason" during the two years completion of the Merger. • The table below sets forth the amount of payments and benefits that each of the Named Executive Officers would receive in connection with the Merger, assuming (i) that the Merger were consummated and each such Named Executive Officer experienced a Qualifying Termination on December 31, 2025 (which is the assumed date solely for purposes of this disclosure and referred to as the "Assumed Closing Date"); (ii) a per share price of the Company's common stock of $60.16, which is the average NYSE closing market price of the Company's common stock over the first five business days following the first public announcement of the Merger Agreement on August 19, 2025 (rounded to the nearest cent); (iii) that Named Executive Officer's base salary rate and annual target bonus remain unchanged from those in effect as of December 31, 2025; and (iv) equity awards that are outstanding as of December 31, 2025 receive the treatment described below. The calculations in the table below do not include any amounts that the Named Executive Officers were entitled to receive or that were vested as of the Assumed Closing Date. In addition, these amounts do not attempt to forecast any additional awards, grants or forfeitures that may occur prior to the actual Effective Time. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table, the actual amounts, if any, to be received by a Named Executive Officer may materially differ from the amounts set forth below. Mr. Casey, former General Counsel, departed the Company effective April 1, 2025 and is not entitled to any payments or benefits in connection with the Merger and is not included in the tables. • For purposes of this discussion, "Single Trigger" refers to benefits that arise as a result of the completion of the Merger and "Double Trigger" refers to benefits that require two conditions, which are the completion of the Merger and a qualifying termination during the protection period.

  80. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Named Executive Officer | Cash (1) | Equity Awards (2) | Pension/NQDC (3) | Perquisites/Benefits (4) | Total | | Linden R. Evans | $1,100,000 | $8,387,687 | $1,908,000 | $73,500 | $11,469,187 | | Kimberly F. Nooney | $2,009,000 | $3,254,415 | $321,440 | $68,800 | $5,653,655 | | Marne M. Jones | $2,009,000 | $2,382,997 | $311,640 | $83,400 | $4,787,037 | | Sarah A. Wiltse | $1,274,000 | $522,189 | $109,422 | $44,000 | $1,949,611 | | Don Redden | $1,365,000 | $316,923 | $109,682 | $44,800 | $1,836,405 |

  81. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    _____________ (1) The cash severance and pro-rated bonus values in this column constitute Double Trigger payments and assume a qualifying termination as of the Assumed Closing Date. The amounts are calculated in accordance with the change in control agreements and, for Mr. Evans, the Transition Agreement, in each case as described above.

  82. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Named Executive Officer | Base Salary Component of Severance | Bonus Component of Severance | Pro-Rata Short Term Bonus | Total | | Linden R. Evans | $— | $— | $1,100,000 | $1,100,000 | | Kimberly F. Nooney | $980,000 | $686,000 | $343,000 | $2,009,000 | | Marne M. Jones | $980,000 | $686,000 | $343,000 | $2,009,000 | | Sarah A. Wiltse | $728,000 | $364,000 | $182,000 | $1,274,000 | | Don Redden | $780,000 | $390,000 | $195,000 | $1,365,000 |

  83. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (2) The values in this column include (a) the value of unvested restricted stock ("RSAs") for which vesting accelerates on a Single Trigger and (b) the value of unvested performance units ("PSUs") for which the vesting accelerates only on a Double Trigger, provided that the PSUs outstanding prior to August 18, 2025 will convert to time-based restricted stock units at the greater of target or actual performance and vest based on continued service through the qualifying termination date. For purposes of determining the number of shares of the Company's common stock covered by PSUs, this table assumes target performance. Amounts include accrued but unpaid dividends and dividend equivalents corresponding to the PSUs.

  84. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Named Executive Officer | Value of Unvested RSAs | Value of Unvested PSUs | Total | | Linden R. Evans | $2,094,410 | $6,293,277 | $8,387,687 | | Kimberly F. Nooney | $1,814,967 | $1,439,448 | $3,254,415 | | Marne M. Jones | $1,366,895 | $1,016,102 | $2,382,997 | | Sarah A. Wiltse | $325,225 | $196,964 | $522,189 | | Don Redden | $316,923 | $— | $316,923 |

  85. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (3) Represents the present value of incremental retirement benefits that would be received under the change in control agreements and, for Mr. Evans, the Transition Agreement, in each case as described above. Mr. Evans is already retirement eligible. The values in this column are only payable upon a Double Trigger and assume a qualifying termination as of the Assumed Closing Date. (4) The calculation assumes that the Named Executive Officer does not take employment with another employer following termination, elects continued welfare benefits until age 55 or, if later, the end of the two-year benefit continuation period (three years for Mr. Evans) and elects retiree medical benefits thereafter. Retirement is assumed to occur at the earliest eligible date. The table also does not include a value for outplacement services because this would be a de minimis amount. Values in this column constitute Double Trigger payments and assume a qualifying termination as of the Assumed Closing Date.

  86. CEO PAY RATIO FOR 2025

    CEO PAY RATIO FOR 2025 We are providing the following information about the relationship of the annual total compensation of our median employee and the annual total compensation of Mr. Evans, our Chief Executive Officer, in 2025. Based on the information below for the fiscal year 2025 and calculated in a manner consistent with Item 402(u) of Regulation S-K, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 46:1.

  87. CEO PAY RATIO FOR 2025

    | Name | Year | Salary | Stock Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value(2) | All Other Compensation(3) | Total | | Linden R. Evans | 2025 | $995,594 | $2,966,688 | $1,294,886 | $4,179 | $730,412 | $5,991,759 | | Median Employee (1) | 2025 | $98,216 | $— | $11,988 | $4,812 | $14,732 | $129,748 |

  88. CEO PAY RATIO FOR 2025

    (1) In calculating our pay ratio for 2025, a new median employee was identified. We identified our median employee based on the year-to-date total cash compensation actually paid as of November 18, 2025 to all of our employees, other than our CEO, who were employed on November 18, 2025. (2) See footnote (3) to our Summary Compensation Table for a description of how the values in the Change in Pension Value column are calculated. All Other Compensation includes 401(k) match, defined contributions, NQDC contributions, dividends on restricted stock and other personal benefits for Mr. Evans and the 401(k) match for the median employee.

  89. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosures regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Leadership Development and Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  90. PAY VERSUS PERFORMANCE

    | | | | | | Value of initial Fixed $100 Investment Based on: | | | Company-Selected Performance Measure | | | Summary Compensation Table Total for Linden R. Evans (1) | Compensation Actually Paid to Linden R. Evans (1) (2) (3) | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Compensation Actually Paid to Non-PEO NEOs (1) (2) (3) | Total Shareholder Return | Peer Group Total Shareholder Return (4) | Net income (GAAP), in millions | EPS from ongoing operations, as adjusted (non-GAAP) (5) | | 2025 | $5,991,759 | $8,349,789 | $1,781,326 | $1,983,727 | $137.97 | $143.83 | $299.8 | $4.10 | | 2024 | $5,787,141 | $5,232,253 | $1,167,991 | $935,342 | $111.34 | $128.82 | $283.7 | $3.91 | | 2023 | $5,639,002 | $1,951,347 | $1,186,100 | $631,015 | $98.10 | $108.16 | $276.0 | $3.93 | | 2022 | $4,486,548 | $4,506,289 | $1,208,492 | $1,224,584 | $122.53 | $118.47 | $270.8 | $3.97 | | 2021 | $4,440,908 | $5,151,457 | $1,318,764 | $1,453,664 | $118.88 | $117.12 | $251.3 | $3.74 |

  91. PAY VERSUS PERFORMANCE

    ______________ (1) Linden R. Evans was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below:

  92. PAY VERSUS PERFORMANCE

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Richard W. Kinzley | Richard W. Kinzley | Kimberly F. Nooney | Kimberly F. Nooney | Kimberly F. Nooney | | Brian G. Iverson | Brian G. Iverson | Brian G. Iverson | Marne M. Jones | Marne M. Jones | | Stuart A. Wevik | Erik D. Keller | Marne M. Jones | Erik D. Keller | Sarah A. Wiltse | | Erik D. Keller | Jennifer C. Landis | Erik D. Keller | Sarah A. Wiltse | Don Redden | | | | Richard W. Kinzley | Brian G. Iverson | Phillip Casey |

  93. PAY VERSUS PERFORMANCE

    (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company's NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote (3) below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year.

  94. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for Linden R. Evans | Exclusion of Change in Pension Value for Linden R. Evans | Exclusion of Stock Awards for Linden R. Evans | Inclusion of Pension Service Cost for Linden R. Evans | Inclusion of Equity Values for Linden R. Evans | Compensation Actually Paid to Linden R. Evans | | 2025 | $5,991,759 | $(4,179) | $(2,966,688) | $— | $5,328,897 | $8,349,789 |

  95. PAY VERSUS PERFORMANCE

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs | Average Exclusion of Change in Pension Value for Non-PEO NEOs | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs | Average Inclusion of Pension Service Cost for Non-PEO NEOs | Average Inclusion of Equity Values for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | | 2025 | $1,781,326 | $(4,391) | $(987,386) | $— | $1,194,178 | $1,983,727 |

  96. PAY VERSUS PERFORMANCE

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  97. PAY VERSUS PERFORMANCE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Linden R. Evans | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Linden R. Evans | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Linden R. Evans | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Linden R. Evans | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Linden R. Evans | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for Linden R. Evans | Total - Inclusion of Equity Values for Linden R. Evans | | 2025 | $3,956,764 | $1,228,922 | $— | $143,211 | $- | $— | $5,328,897 |

  98. PAY VERSUS PERFORMANCE

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for Non-PEO NEOs | Total - Average Inclusion of Equity Values for Non-PEO NEOs | | 2025 | $1,078,035 | $107,213 | $— | $8,930 | $- | $— | $1,194,178 |

  99. PAY VERSUS PERFORMANCE

    The Peer Group TSR set forth in this table utilizes the Edison Electric Institute Index (“EEI Index”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the EEI Index, respectively. All dollar values assume reinvestment of the pre-tax value of dividends paid by companies, where applicable, included in the EEI Index. (5) We determined EPS from ongoing operations, as adjusted (non-GAAP) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025. A reconciliation of EPS from ongoing operations, as adjusted to GAAP EPS can be found in Appendix A. Relationship between Pay and Performance The charts shown below present a graphical comparison of compensation actually paid to the PEO and the average compensation actually paid to the other NEOs set forth in the Pay Versus Performance table above, as compared against the following Company performance measures: (1) Total shareholder return (TSR); (2) Peer group TSR; (3) Net income; and (4) EPS from ongoing operations, as adjusted. As presented, the first chart below compares the Company's TSR and peer group TSR, assumes an initial investment of $100 on December 31, 2019, assumes all dividends were reinvested and depicts performance at the end of each applicable year. Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2025 to Company performance. The measures in this table are not ranked.

  100. PAY VERSUS PERFORMANCE

    | Most Important Performance Measures | | EPS from ongoing operations, as adjusted (non-GAAP) | | Net income | | Total Shareholder Return |