tm2614724-3_424b5 - none

424B5 1 tm2614724-3_424b5.htm 424B5 tm2614724-3_424b5 - none - 5.0978408s

Filed Pursuant to Rule 424(b)(5)

Registration Statement No. 333-296010

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MAY 19, 2026

[MISSING IMAGE: lg_blackhillscorportm-4c.jpg]

Up to $183.4 Million

Common Stock

We are party to a sales agreement originally dated June 16, 2023, as amended, with BofA Securities, Inc., BMO Capital Markets Corp., Mizuho Securities USA LLC, MUFG Securities Americas Inc. and RBC Capital Markets, LLC, as our sales agents and as forward sellers, and Bank of America, N.A., Bank of Montreal, Mizuho Markets Americas LLC, MUFG Securities EMEA plc and Royal Bank of Canada, as forward purchasers as described below, relating to the offer and sale from time to time of shares of our common stock having an aggregate offering price of up to $400 million. As of the date hereof, we have issued and sold 3,517,790 shares of common stock for aggregate gross proceeds of $216,623,820.22 pursuant to the sales agreement, utilizing our prospectus supplement dated May 8, 2025, an accompanying prospectus dated June 16, 2023 and our registration statement filed on June 16, 2023 (File No. 333-272739). In anticipation of the expiration of such registration statement, we have filed a new registration statement including a base prospectus and have prepared this prospectus supplement for the offer and sale of the $183,376,179.78 of common stock remaining available to be sold under the sales agreement as of the date of this prospectus supplement. Such shares will no longer be offered and sold under the prior prospectus supplement, but will instead be offered and sold under this prospectus supplement and related prospectus, which supersede and replace the prior prospectus supplement and accompanying prospectus.

In addition to the issuance and sale of common stock by us through the sales agents, we also may enter into forward sale agreements under separate master forward sale confirmations and related supplemental confirmations between us and each of Bank of America, N.A., Bank of Montreal, Mizuho Markets Americas LLC, MUFG Securities EMEA plc and Royal Bank of Canada. We refer to these entities, when acting in such capacity, as forward purchasers. In connection with each forward sale agreement, the relevant forward purchaser or its affiliate will, at our request, borrow from third parties and, through the relevant affiliated agent, sell a number of shares of our common stock equal to the number of shares of our common stock that underlie the forward sale agreement to hedge the forward sale agreement. We refer to each of BofA Securities, Inc., BMO Capital Markets Corp., Mizuho Securities USA LLC, MUFG Securities Americas Inc. and RBC Capital Markets, LLC, when acting as the agent for its affiliated forward purchaser, as a forward seller. In no event will the aggregate number of shares of our common stock sold through the sales agents as our agents and by the forward sellers under the sales agreement have an aggregate sales price in excess of $400 million.

We will not initially receive any proceeds from the sale of borrowed shares of our common stock by a forward seller. We expect to receive proceeds from the sale of shares of our common stock upon future physical settlement of the relevant forward sale agreement with the relevant forward purchaser on dates specified by us on or prior to the maturity date of the relevant forward sale agreement, in which case we would expect to receive aggregate net cash proceeds at settlement equal to the number of shares of our common stock underlying the particular forward sale agreement multiplied by the relevant forward sale price. If we elect to cash settle or net share settle a forward sale agreement, we may not (in the case of cash settlement) or will not (in the case of net share settlement) receive any proceeds, and we may owe cash (in the case of cash settlement) or shares of our common stock (in the case of net share settlement) to the relevant forward purchaser.

Sales of our common stock, if any, under the sales agreement, this prospectus supplement and the accompanying prospectus may be made in sales deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, including by sales made directly on or through the New York Stock Exchange, or NYSE, or another market for our common stock, sales made to or through a market maker other than on an exchange or otherwise, in negotiated transactions at market prices prevailing at the time of sale or at negotiated prices, or as otherwise agreed with the applicable sales agent, forward seller or forward purchaser. We will submit orders to only one sales agent relating to the sale of shares of our common stock on any given day. Subject to the terms and conditions of the sales agreement, the sales agents, forward sellers or forward purchasers will use their commercially reasonable efforts to sell on our behalf all of the designated shares. We may instruct the sales agents, forward sellers or forward purchasers not to sell any shares if the sales cannot be effected at or above the price designated by us in any such instruction.

We also may sell shares of our common stock to one or more of the sales agents as principal for their own accounts, at a price per share agreed upon at the time of sale. If we sell shares to one or more sales agents as principal, we will enter into a separate terms agreement with such sales agent, and we will describe the agreement in a separate prospectus supplement or pricing supplement.

We will pay the sales agents a commission of up to 2% of the gross sales price per share sold through them as our agent under the sales agreement. In connection with each forward sale agreement, the relevant forward seller will receive, reflected in a reduced initial forward sale price payable by the relevant forward purchaser under its forward sale agreement, a commission of up to 2% of the volume weighted average of the gross sales prices of all borrowed shares of our common stock sold during the applicable period by it as a forward seller. In connection with the sale of our common shares on our behalf, the sales agents, forward sellers and forward purchasers may be deemed to be “underwriters” within the meaning of the Securities Act, and the compensation paid to the sales agents, forward sellers and forward purchasers may be deemed to be underwriting commissions or discounts.

Shares of our common stock currently trade on the NYSE under the symbol “BKH.”

Investing in our common stock involves risks. Please read “Risk Factors” beginning on page S-4 of this prospectus supplement.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

BofA Securities

BMO Capital Markets

Mizuho

MUFG

RBC Capital Markets

The date of this prospectus supplement is May 19, 2026.

	Page
About this Prospectus Supplement		S-ii
Forward-Looking Information		S-ii
Prospectus Supplement Summary		S-1
Risk Factors		S-4
Use of Proceeds		S-7
Description of Capital Stock		S-8
Material United States Federal Income Tax Consequences to Non-U.S. Holders		S-12
Benefit Plan Investor Considerations		S-15
Plan of Distribution		S-17
Experts		S-22
Legal Matters		S-22
Where You Can Find More Information		S-23

	Page
About This Prospectus		1
Disclosure Regarding Forward-Looking Statements		2
Black Hills Corporation		3
Risk Factors		4
Use of Proceeds		5
Description of Senior Debt Securities		6
Description of Subordinated Debt Securities		12
Description of Capital Stock		18
Description of Warrants		22
Description of Purchase Contracts		24
Description of Units		25
Plan of Distribution		26
Legal Opinions		28
Experts		28
Where You Can Find More Information		29

	SEC Filings (File No. 1-31303)			Period or Date Filed
	Annual Report on Form 10-K (including information specifically incorporated by reference from our definitive proxy statement for the Company’s 2026 Annual Meeting of Shareholders filed on March 18, 2026)			Year ended December 31, 2025
	Quarterly Report on Form 10-Q			Quarter ended March 31, 2026
	Current Reports on Form 8-K			Filed on February 19, 2026, April 2, 2026, May 1, 2026 and May 15, 2026
	Description of our common stock contained in Exhibit 4.5 to 2025 Annual Report, which updates the description of our common stock originally included in our Registration Statement on Form 8-A filed April 19, 2002, and any other amendment or report filed for the purpose of updating such description			Filed on February 11, 2026

SEC Form 424B5 filed by Black Hills Corporation