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Item 9A. Controls and Procedures

2025-02-21 compared with 2024-02-27 · 50 added, 24 removed, 129 unchanged (36% of the section changed)

10 unchanged sentences

Management's Annual Report on Internal Control Over Financial Reporting

This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting due to a transition period established by the rules of the SEC for new public companies.

The information required by this item is included in this Form 10-K at Item 8 - Management’s Report on Internal Control Over Financial Reporting.

As previously disclosed, we completed the acquisition of Albina Asphalt on November 2, 2024, and, as permitted by SEC guidance for newly acquired businesses, we have elected to exclude Albina Asphalt from the scope of our internal controls over financial reporting and procedures for the year ended December 31, 2024.

We are in the process of evaluating the existing controls and procedures of Albina and integrating them in our system of internal controls over financial reporting.

Attestation Report of the Registered Public Accounting Firm

This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm due to a transition period established by the rules of the SEC for new public companies.

The information required by this item is included in this Form 10-K at Item 8 - Report of Independent Registered Public Accounting Firm.

OTHER INFORMATION

7 unchanged sentences

Equity Compensation Plan Information

The following table includes information as of December 31, 2023, with respect to the Company's equity compensation plans:

Plan Category (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (b) Weighted average exercise price of outstanding options, warrants and rights (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

The following table includes information as of December 31, 2024, with respect to our equity compensation plans:

Plan Category (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights 2

(b) Weighted average exercise price of outstanding options, warrants and 3

(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) 4

Equity compensation plans approved by stockholders 1

324,108 — 2,039,085

Equity compensation plans not approved by stockholders N/A N/A N/A

1 unchanged sentence

1 Consists of the Knife River Long-Term Performance-Based Incentive Plan, as discussed in Item 8 - Note 12.

(2) Consists of restricted stock units.

(3) No weighted average exercise price is shown for the restricted stock awards because such awards have no exercise price.

(4) This amount includes 2,433,850 shares available for future issuance under the Long-Term Performance-Based Incentive Plan in connection with grants of restricted stock, or other equity-based awards.

2 Consists of restricted stock units and performance share awards.

3 No weighted average exercise price is shown for the restricted stock units or performance share awards because such awards have no exercise price.

4 This amount includes 2,363,193 shares available for future issuance under the Long-Term Performance-Based Incentive Plan in connection with grants of restricted stock units, performance share awards or other equity-based awards.

The remaining information required by this item will be included in the Company's Proxy Statement, which is incorporated herein by reference.

15 unchanged sentences

8-K 001-41642 2.1 June 1, 2023

Asset and Equity Purchase Agreement, dated December 20, 2024, by and among Strata Corporation, Glacier Resources, Ltd., the equity holders of Strata Corporation and Glacier Resources Ltd., Landmark Investments, L.L.C., the current equity holders of Landmark Investments, L.L.C., the beneficiaries of certain trusts, the sellers' representative, and KRC Holdings, Inc.

8-K 001-41642 2.1 December 26, 2024

3.1 Amended and Restated Certificate of Incorporation of Knife River Corporation.

4 unchanged sentences

Bank Trust Company, National Association .

10-12B/A 001-4162 4.2 April 28, 2023

10-12B/A 001-41642

4.2 April 28, 2023

4.2 Supplemental Indenture, dated as of May 31, 2023, by and among the parties that are signatories thereto as Guarantors, Knife River Corporation and U.S.

1 unchanged sentence

8-K 001-41642 4.2 June 1, 2023

4.3 Knife River Corporation D e scription of Securities Registered Pursuant to Section 12 of the Securities and Exchange Act of 1934.

10.1** Transition Services Agreement, dated as of May 30, 2023, by and between Knife River Corporation and MDU Resources Group, Inc.

8-K 001-41642 10.1 June 1, 2023

4.3 Knife River Corporation Description of Securities Registered Pursuant to Section 12 of the Securities and Exchange Act of 1934.

10-K 001-41642 4.3 February 27, 2024

Tax Matters Agreement, dated as of May 30, 2023, by and between Knife River Corporation and MDU Resources Group, Inc.

8-K 001-41642 10.2 June 1, 2023

10.3 Employee Matters Agreement, dated as of May 30, 2023, by and between Knife River Corporation and MDU Resources Group, Inc.

8-K 001-41642 10.3 June 1, 2023

Credit Agreement, dated as of May 31, 2023, by and among Knife River Corporation, JPMorgan Chase Bank, N.A.

1 unchanged sentence

8-K 001-41642 10.4 June 1, 2023

Knife River Corporation Change in Control Severance Plan.

8-K 001-41642 10.1 August 21, 2024

Knife River Corporation Long Term Performance-Based Incentive Plan.

8-K 001-41642 10.5 June 1, 2023

Form of Knife River Corporation Restricted Stock Unit Award Agreement for Non-Employee Directors under the Long-Term Performance-Based Incentive Plan, as of May 15, 2024.

001-41642 10(b)

August 6, 2024

Restricted Stock Unit Award Agreement under the Long-Term Performance-Based Incentive Plan, effective July 12, 2023.

1 unchanged sentence

Form of Restricted Stock Unit Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 22, 2024.

001-41642 10.7 February 27, 2024

Form of Performance Share Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 22, 2024.

001-41642 10.8 February 27, 2024

Knife River Corporation Executive Incentive Compensation Plan, including Rules and Regulations.

2 unchanged sentences

8-K 001-41642 10.7 June 1, 2023

Incorporated by Reference (Unless Otherwise Indicated)

Exhibit Number Exhibit Description Filed Herewith Furnished Herewith Form File Number Exhibit Filing Date

Knife River Corporation Supplemental Income Security Plan.

4 unchanged sentences

8-K 001-41642 10.10 June 1, 2023

Knife River Corporation Director Compensation Policy, as amended May 15, 2024.

001-41642 10(a)

August 6, 2024

Knife River Corporation Deferred Compensation Plan for Directors.

2 unchanged sentences

10-Q 001-41642 10(l) August 8, 2023

Incorporated by Reference (Unless Otherwise Indicated)

Exhibit Number Exhibit Description Filed Herewith Furnished Herewith Form File Number Exhibit Filing Date

Knife River Corporation, 401(k) Retirement Plan, as amended January 1, 2024.

001-41642 10.16 February 27, 2024

Knife River Corporation, 401(k) Retirement Plan, as amended December 18, 2024.

Form of Knife River Corporation Director and/or Executive Officer Indemnification Agreement.

11 unchanged sentences

10-12B/A 001-41642 10.15 April 28, 2023

Knife River Insider Trading Policy.

21.1 List of Subsidiaries of Knife River Corporation.

5 unchanged sentences

95 Mine Safety Disclosures.

97+ K ni fe River Corporation I n centi ve Compensation Recovery Policy

97+ Knife River Corporation Incentive Compensation Recovery Policy.

001-41642 97+

February 27, 2024

101 The following financial information formatted in Inline XBRL:

4 unchanged sentences

101.LAB XBRL Taxonomy Extension Label Linkbase Document X

Incorporated by Reference (Unless Otherwise Indicated)

Exhibit Number Exhibit Description Filed Herewith Furnished Herewith Form File Number Exhibit Filing Date

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document X

104 Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101).

+ Management contract, compensatory plan or arrangement.

‘+ Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

3 unchanged sentences

The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request.

** Management contract, compensatory plan or arrangement.

FORM 10-K SUMMARY

5 unchanged sentences

Signature Title Date

Chief Executive Officer and Director February 27, 2024

(President and Chief Executive Officer)

President, Chief Executive Officer and Director

February 21, 2025

(Principal Executive Officer)

/s/ Nathan W.

Chief Financial Officer February 27, 2024

Vice President and Chief Financial Officer

February 21, 2025

(Principal Financial Officer)

/s/ Marney L.

Chief Accounting Officer February 21, 2025

(Chief Accounting Officer)

(Principal Accounting Officer)

Chair of the Board and Director

February 21, 2025

/s/ Patricia Chiodo

Director February 21, 2025

(Chair of the Board)

/s/ Thomas Everist

Patricia Chiodo

/s/ Thomas W.

Director February 21, 2025

Thomas Everist

/s/ German Carmona Alvarez Director February 21, 2025

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures