What changed in this filing

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Item 1. Business

2026-02-20 compared with 2025-02-21 · 80 added, 98 removed, 264 unchanged (40% of the section changed)

Knife River Corporation (referred to as we, our, us, the Company or Knife River) is an aggregates-led construction materials and contracting services provider in the United States.

Knife River Corporation (referred to as we, our, us, the Company or Knife River) is an aggregates-based construction materials and contracting services provider in the United States.

Our 1.3 billion tons of aggregate reserves provide the foundation for our vertically integrated business strategy, with approximately 35 percent of our aggregates in 2025 being used internally to support value-added downstream products (ready-mix concrete and asphalt) and contracting services (asphalt paving, heavy-civil construction, concrete construction, site development and grading services, and in some segments the manufacturing of prestressed concrete products).

We are strategically focused on being the provider of choice in mid-size, high-growth markets and are committed to our plan for continued growth and to delivering for our stakeholders—customers, communities, employees and stockholders—by executing on our four core values:

We are strategically focused on being the provider of choice in mid-size, higher-growth markets and are committed to our plan for continued growth and to delivering for our stakeholders—customers, communities, employees and stockholders—by executing on our Competitive EDGE initiatives and our four core values:

People, Safety, Quality and the Environment.

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Strata Corporation Acquisition

On December 20, 2024, KRC Holdings, Inc.

(“Buyer”), a Delaware corporation and an indirect subsidiary of the Company, entered into an Asset and Equity Purchase Agreement (the “Purchase Agreement”) by and among Buyer and (i) Strata Corporation, a North Dakota corporation (“Strata”), (ii) Glacier Resources, Ltd., a North Dakota corporation (“Glacier Resources” and, together with Strata, the “Acquired Companies”), (iii) the equity holders of the Acquired Companies (such equity holders together with a new corporation to be formed in connection with certain pre-closing restructuring activities, the “Equity Sellers”), (iv) Landmark Investments, L.L.C., a North Dakota limited liability company (“Asset Seller” and, together with the Equity Sellers, the “Sellers”), (v) the current equity holders of Asset Seller (the “Asset Seller Owners”), (vi) each of the ultimate beneficiaries of Equity Sellers that are trusts (together with the Sellers and the Asset Seller Owners, the “Seller Group Members”), and (vii) a representative of the Seller Group Members (“Sellers’ Representative”), whereby Buyer (or its designee) will acquire (a) 100% of the issued and outstanding equity interests of Strata, (b) 100% of the issued and outstanding equity interests of Glacier Resources and (c) certain assets of the Asset Seller (the “Acquisition”) for $454.0 million in cash, subject to customary purchase price adjustments pursuant to the terms and subject to the conditions set forth in the Purchase Agreement.

In addition to cash on hand, Buyer intends to use a portion of the proceeds from the entry into a new $500 million Term Loan B facility to fund the Acquisition.

Strata Corporation is a leading construction materials and contracting services provider in North Dakota and northwestern Minnesota.

Strata is a vertically-integrated, aggregates-based company that will add 28 ready-mix plants, three asphalt plants, a construction division and rail and trucking assets to our existing operations in our Central segment.

The Acquisition is expected to close in the first half of 2025, subject to customary closing conditions.

The foregoing description of the Purchase Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Purchase Agreement, a copy of which is attached as Exhibit 2.1 to our Current Report on Form 8-K, filed on December 26, 2024.

On March 7, 2025, we acquired Strata Corporation (Strata), a leading construction materials and contracting services provider in North Dakota and northwestern Minnesota.

Strata is a vertically-integrated, aggregates-based company that added approximately 30 years of aggregate reserves, 24 ready-mix plants, three asphalt plants, a construction division and rail and trucking assets to our existing operations in our Central segment.

The purchase price for Strata totaled $454.0 million and was subject to post-closing adjustments.

The results of operations and balance sheet accounts for Strata are included in the consolidated financial statements from the date of acquisition.

For more information on the acquisition, see Item 8 - Note 3.

Business Segments

Our focus is on the vertical integration of our products and services by offering our customers a single source for construction materials and related contracting services.

As of December 31, 2024, we operated in 14 states across the United States through six operating segments:

Pacific, Northwest, Mountain, North Central, South and Energy Services.

These operating segments are used to determine our reportable segments:

Pacific, Northwest, Mountain, Central and Energy Services, which are based on our method of internal reporting and management of the business.

Four of our reportable segments are aligned by key geographic areas due to the production of construction materials and related contracting services and one is based on product line.

Each geographic segment offers a vertically integrated suite of products and services.

In January 2025, we made a change to our organizational structure to better align with our business strategy.

We reorganized our business segments to reflect changes in the way our chief operating decision maker evaluates performance, makes operating decisions and allocates resources.

Our former Pacific and Northwest operating segments were combined to form the new West operating segment.

former North Central and South operating segments were combined to form the new Central operating segment.

The reorganization resulted in four operating segments:

West, Mountain, Central and Energy Services, each of which is also a reportable segment.

The prior year has been recast to conform to the current reportable segment presentation.

Our West, Mountain and Central segments are organized by geographic location and each offers a vertically integrated suite of products and services.

Each of our geographic segments mines, processes and sells construction aggregates (crushed stone and sand and gravel);

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Additional details about each of the reportable segments as of and for the year ended December 31, 2025, is as follows:

Pacific Northwest Mountain Central

Energy Services

West Mountain Central Energy Services Reportable Segment Totals

States of Operation Alaska,

Wyoming Iowa,

North Dakota,

South Dakota and Texas

California, Iowa, Nebraska, Oregon, South Dakota, Texas, Washington

South Dakota and Texas California, Iowa, Nebraska, Oregon, South Dakota, Texas, Washington

Aggregate Reserves (tons)

157.2 million 494.0 million 220.9 million 289.7 million — 1.2 billion

705.1 million 226.2 million 372.8 million — 1.3 billion

Active Aggregate Sites 1

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18 15 22 — 55

$493.1 million $692.4 million $663.1 million $818.1 million $275.7 million $2,899.0 million

$1,210.1 million $644.0 million $1,004.8 million $338.0 million $3,196.9 million

Percent revenue by segment 37 % 20 % 32 % 11 % 100 %

17 % 23 % 23 % 28 % 10 % 100 %

Revenue Composition:

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__________________

* Does not include 4 sites that are classified as exploration stage properties.

On January 1, 2025, we completed a reorganization of our operating segments, including the management of the segments, to align with our business strategy.

In the first quarter of 2025, we will begin reporting our financial information under four operating segments:

West, Mountain, Central and Energy Services.

Under the new operating structure, the previous Pacific and Northwest operating segments will become the West operating segment and the North Central and South operating segments will become the Central operating segment.

Active aggregate sites are only those that meet the definition under SEC Regulation S-K Subpart 1300 and does not include 5 sites that are classified as exploration stage properties or project specific sites.

Revenues by segment are presented net of intrasegment revenues.

Business Strategy

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We strive to offer high-quality products and services while emphasizing safety, empowering our team members, being environmentally responsible and engaging with our local communities.

We believe our aggregates-led, vertically integrated business model—combined with our Western United States geographic footprint and our foundational EDGE strategy—provides a clear competitive advantage in driving long-term, profitable growth.

We believe our aggregates-based, vertically integrated business model—combined with our EDGE strategy and our footprint in mid-size, higher-growth markets—provides a clear competitive advantage in driving long-term, profitable growth.

Our EDGE strategy is focused on four key strategic areas:

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Maintain a strong balance sheet and disciplined allocation of capital to support long-term profitable growth and value creation.

Further strengthen our market position through organic and inorganic growth opportunities, with an emphasis on aggregate-based operations in mid-sized, high-growth markets.

Be best in class in all aspects of our business, providing ongoing, high-quality training at every level of the company to better serve our customers and provide advancement opportunities for our team.

Since implementing the EDGE strategy in 2023, we have steadily increased our Adjusted EBITDA margin, maintained a strong balance sheet, completed six acquisitions and drove excellence throughout the organization.

Further strengthen our market position through organic and inorganic growth opportunities, with an emphasis on aggregate-based operations in mid-sized, higher-growth markets.

Be best in class in all aspects of our business, providing ongoing, high-quality training at every level of the company that supports our core values, helps us better serve our customers and provide advancement opportunities for our team.

Since implementing the EDGE strategy in 2023, we have increased our Adjusted EBITDA margin, maintained a strong balance sheet, completed 11 acquisitions and drove excellence throughout the organization.

For a discussion of Adjusted EBITDA and Adjusted EBITDA margin, see “Item 7.

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The United States construction materials industry is highly fragmented.

Industry participants typically range from small, private companies focused on a single material, product or area to large, publicly traded corporations that provide a broad suite of materials and services.

Industry participants typically range from small, private companies to large publicly traded corporations that provide a broad suite of materials and services.

Companies compete on a variety of factors, including price, service, quality, delivery time and proximity to the customer.

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The United States aggregates industry is highly fragmented, with many participants operating primarily in local and regional areas.

In 2024, the United States Geological Survey reported that throughout the United States a total of 1,400 companies operated 3,500 quarries and 180 sales/distribution yards producing crushed stone and 3,400 companies operated 6,500 pits and 200 sales/distribution yards producing construction sand and gravel.

This fragmentation is a result of high transportation costs that typically limit supply areas of producers.

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According to the National Ready Mixed Concrete Association, concrete is the most widely used material in the construction sector today.

Due to the relative speed at which ready-mix concrete sets, supply is generally localized and delivered within close proximity to the production site, with an estimated 7,000-plus ready-mix concrete batching plants in the United States and Canada according to the National Ready Mixed Concrete Association.

There has been a steady increase in shipments since the industry cycle low of 257 million cubic yards in 2010.

In 2023, the National Ready Mixed Concrete Association estimated shipments of 400 million cubic yards of ready-mix concrete, which is 13 percent below the industry peak of 458 million cubic yards in 2005 and 0.4 percent lower than 2022.

Due to the relative speed at which ready-mix concrete sets, supply is generally localized and delivered within close proximity to a production site.

Asphalt is a combination of approximately 95 percent aggregates bound together by approximately 5 percent liquid asphalt.

Asphalt is typically used in new road construction as well as road maintenance and repair, covering approximately 94 percent of the 3 million miles of paved roads in the United States, according to the National Asphalt Pavement Association.

Asphalt is typically used in new road construction as well as road maintenance and repair, covering approximately 94 percent of the three million miles of paved roads in the United States, according to the National Asphalt Pavement Association.

Given the significant proportion of aggregates in asphalt, local aggregate producers often participate in the asphalt business to ensure an output for the producer’s aggregates.

Like ready-mix concrete, asphalt sets rapidly, limiting delivery to within close proximity to the production facility.

In 2021, there were approximately 3,600 asphalt production sites in the United States that produced an estimated 432 million tons of asphalt, a 15 percent increase compared to the approximately 375 million tons produced five years prior.

The asphalt paving industry also has a record of using economically and environmentally sustainable practices.

Asphalt pavement material is highly recyclable, predominantly through reclaimed asphalt pavement.

In 2024, we used approximately 1.4 million tons of recycled asphalt pavement in our asphalt production.

Additionally, the use of warm-mix asphalt allows producers to reduce temperatures during the mixing process, lowering energy use and carbon emissions.

Liquid Asphalt

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We vertically integrate our construction materials with contracting services such as aggregate laydown, asphalt paving, concrete construction, site development and bridges.

Demand in the contracting services industry is influenced by the cyclical nature of the construction industry and correlates with the demand for construction materials.

Demand in the contracting services industry is mostly influenced by public funding and tax revenues and correlates with the demand for construction materials.

The contracting services portion of our business is heavily weighted toward public markets, which provide more stability throughout the economic cycles.

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Price is an important competitive factor in the award of service agreements.

However, customers often consider several other factors in selecting a service provider, such as technical expertise and experience, safety ratings, geographic presence, financial and operational resources and industry reputation around dependability.

However, customers often consider several other factors in selecting a service

provider, such as technical expertise and experience, safety ratings, geographic presence, financial and operational resources and industry reputation around dependability.

Products and Services

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We focus primarily on supplying markets with strong local demand, and in most cases serve customers close to our strategically located aggregate sites.

In 2024, we sold 31.8 million tons of aggregates, with 30.3 million being produced from all aggregate mining properties.

In 2025, we sold 32.5 million tons of aggregates, with a majority supplied by our aggregate mining operations.

We mine crushed stone and sand and gravel from our aggregate sites, as these aggregates are utilized in general construction and are a major component in our production of ready-mix concrete and asphalt paving products.

Leveraging our vertically integrated platform, 34 percent of our aggregates revenue was derived from internal sales in 2024.

Leveraging our vertically integrated platform, approximately 35 percent of our aggregates volume was used internally in our other product lines in 2025.

For more information about the aggregate sites, see “Item 2.

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In 2025, we sold 3.9 million cubic yards of ready-mix concrete.

Incremental to the hauling capabilities across products and services, ready-mix concrete plants are complemented by our fleet of ready-mix trucks and drivers who safely deliver heavy materials on time.

Incremental to the hauling capabilities across products and services, ready-mix concrete plants are complemented by our fleet of ready-mix trucks and drivers who safely deliver materials on time.

We are an industry leader in safe and efficient delivery of ready-mix concrete and have pioneered what has become the industry-standard training program for ready-mix delivery professionals.

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Segment Plants Mixer Trucks

Pacific 21 197

Northwest 27 244

Mountain 14 207

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Segment Non-portable

Pacific 4 — 4

Northwest 11 1 12

Mountain 8 7 15

(4) Liquid asphalt

We distribute liquid asphalt through our Energy Services sites and have the capacity to service neighboring states through storage facilities capable of storing approximately 413,000 tons of liquid asphalt across multiple states, a 50 percent increase over the prior year primarily due to the acquisition of Albina Asphalt in the fourth quarter of 2024.

We have nine liquid asphalt terminal sites and six used-oil collection points.

We distribute liquid asphalt through our nine liquid asphalt terminal sites and have the capacity to service neighboring states through storage facilities capable of storing approximately 413,000 tons of liquid asphalt across multiple states.

Although not common to all locations, we provide various other products and services, depending on customer needs.

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We have strategically located cement storage facilities in Alaska and Hawaii that can hold approximately 60,000 tons and 90,000 tons of cement, respectively.

We have six additional distribution centers with storage and barging capabilities across the islands of Hawaii.

We have six distribution centers with storage and barging capabilities across the islands of Hawaii.

(6) Contracting Services

Our contracting services include responsibilities as general contractor and subcontractor, aggregate laydown, asphalt paving, concrete construction, site development and bridges, and in some segments the manufacturing of prestressed concrete products.

Vertical integration allows us to have direct internal access to critical raw materials, resulting in competitive advantages from better control of product inventory.

In 2024, most of our contracting services were related to “horizontal” construction, such as streets and highways, airports and bridges for customers in the public sector.

Vertical integration allows us to have direct internal access to critical raw materials, resulting in competitive advantages as we can better control the inventory used in our contracting services projects and the phasing of project timing.

In 2025, most of our contracting services were related to “horizontal”

construction, such as streets and highways, airports and bridges for customers in the public sector.

In the private sector, our contracting services projects were within the residential, commercial and industrial markets.

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We believe public-sector funding is subject to fewer fluctuations in spending, as government funding tends to be less correlated with economic cycles and more reliant on approvals of government appropriation bills toward infrastructure initiatives.

States continue to move forward with allocating funds from federal programs, such as the IIJA, which is authorized to provide $1.2 trillion in funding from 2022 through 2026.

As of November 2024, approximately 43 percent of IIJA formula funding has yet to be obligated to projects in our market areas.

In 2024, six of the 14 states where we operate have passed ballot measures to increase their transportation investment.

Additionally, DOT budgets in the states where we operate remain strong, which favorably affects our outlook.

We continue to monitor the implementation and impact of these legislative items and state DOT budgets.

Private Sector .

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We leverage our diverse geographic footprint to partially offset volatility originating from single local economies, and have the flexibility to reallocate resources from markets experiencing a downturn to markets that may be experiencing an economic upswing.

We also have a unique ability to pivot or flex between public and private work due to the training we do with our crews and how we’ve configured our equipment.

Residential construction typically includes single-family homes and multi-family units, such as apartments and condominiums.

Demand for residential construction is influenced primarily by population growth, employment prospects and mortgage interest rates.

While growth rates vary across the United States, overall residential construction demand increased during 2024.

According to the United States Census Bureau, residential construction in 2024 was $917.9 billion, which was 5.9 percent above 2023 amounts.

Alternatively, nonresidential construction includes all privately financed construction other than residential structures, such as data centers, warehouses, office buildings, factories, shopping malls, restaurants and other commercial structures.

Nonresidential construction tends to lag residential activity and is mostly driven by population and economic growth trends and activity levels.

According to the United States Census Bureau, nonresidential construction in 2024 was $743.8 billion, which was 5.3 percent above 2023 amounts.

Residential and nonresidential private construction are not major sources of revenue for all our segments, but they are important markets for the materials side of our business.

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The mix of sales by customer class varies year to year depending on the variability in type of work.

Our top 15 customers accounted for about 22 percent of our 2024 revenue, of which seven were state-level DOTs.

Our top 15 customers accounted for about 21 percent of our 2025 revenue, of which nine were state-level DOTs.

We are not dependent on any single customer or group of customers for sales of our products and services, where the loss of which would have a material adverse effect on our business.

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Smaller, independent operators make up the majority of our competition;

however, we also face competition in some markets from large, publicly traded United States aggregates producers, including Cemex S.A.B.

de C.V., CRH plc, Eagle Materials, Inc., Granite Construction, Inc., Heidelberg Materials, Holcim, Martin Marietta Materials, Inc., Construction Partners, Inc., and Vulcan Materials Company.

however, we also face competition in some markets from large, publicly traded United States aggregates producers, including Amrize Ltd, Cemex S.A.B.

de C.V., CRH plc, Eagle Materials, Inc., Granite Construction, Inc., Heidelberg Materials, Martin Marietta Materials, Inc., Construction Partners, Inc., and Vulcan Materials Company.

The nature of our competition varies among our products and geographies due to the generally local and regional nature of supply.

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Our vertical integration and local knowledge enables us to maintain a strong understanding of the needs of our customers.

In addition, we have a strong commitment to environmental stewardship, which assists us in obtaining new permits and new reserves.

In addition, we have a strong commitment to safety and environmental stewardship, which assists us in obtaining new permits and new reserves.

Results are affected by seasonal fluctuations, with the second and third quarters historically being the quarters with the highest activity.

Our ability to provide contracting services in the states where we operate depends on the weather.

In states with colder winter weather, our contracting services are primarily performed from May through October, compared to most of the year in states with largely consistent warmer weather.

While weather can affect project timing, we strive to optimize resource allocation to mitigate weather impacts.

“People” is the first of our core values.

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The total number of hourly personnel at any given time is subject to the volume of projects in progress and fluctuates on a seasonal basis.

At the peak of the 2024 construction season, we employed over 5,900 people.

At the peak of the 2025 construction season, we employed nearly 6,900 people.

The table below provides additional details on the employee demographics as of December 31, 2025.

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— 1,110 1,110

Our union employees are represented by 39 collective-bargaining agreements, four of which are currently in negotiations.

599 4,699 5,298

Our union employees are represented by 39 collective-bargaining agreements, two of which are currently in negotiations.

The majority of the collective-bargaining agreements contain provisions that prohibit work stoppages or strikes and provide dispute resolution through binding arbitration in the event of an extended disagreement.

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Our compensation programs are designed around competitive market-based pay, coupled with an incentive structure aligned with our financial performance and the employees’ individual performance, which aids in attracting, retaining and motivating employees to achieve the best possible results.

In addition, full-time employees are eligible for health insurance, physical, mental and financial wellness programs, paid and unpaid leave, retirement plans, life insurance, disability and accident coverage, and more.

In addition, full-time employees are eligible for medical, dental and vision insurance;

physical, mental and financial wellness programs;

paid and unpaid leave;

retirement plans;

life insurance;

disability and accident coverage;

We also offer a variety of voluntary benefits to allow employees to select the best options to meet their individual needs.

To be the employer of choice for the broadest pool of talent and skill, we are committed to equal employment opportunity and affirmative action and are dedicated to the achievement of equality and opportunity for all employees and applicants for employment.

employees and applicants for employment.

We strive to meet or exceed all EEO and affirmative action laws, directives and legislation.

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We own and operate a state-of-the-art training facility, the Knife River Training Center, which is used corporate-wide to enhance the skills of both our new and existing employees through both classroom education and hands on experience.

The training facility also offers a variety of courses around leadership development available for all employees.

The training facility also offers a variety of leadership development courses available for all employees.

We prioritize providing opportunities for advancement through job mobility, mentorships, succession planning and promotions.

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We engage in talent and succession planning processes and review succession plans with senior leaders at least annually, focusing on high-performing and high-potential talent, diverse talent, and succession for critical roles.

We provide annual compliance training for all office staff and had 100 percent participation in 2024.

We are also currently rolling out Coaches Clinics for mid-level management and have expanded our internship program.

We provide annual compliance training for all office staff and had nearly 100 percent participation in 2025.

We are also currently rolling out Coaches Clinics and Coaching for Success training for front-line leaders and mid-level management and have expanded our internship program.

For additional information related to human capital and other information, refer to our 2025 Sustainability Report, which is expected to be published to our website in the first quarter of 2026, and is not incorporated by reference herein.

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Safety is a core value at our company and is foundational to establishing a culture of safety excellence in the workplace, not just for our employees, but for the safety and well-being of our contractors, customers, and the residents of the communities where we operate.

In 2025, we strengthened our safety program by launching the “I Choose Safety” initiative.

The basis of “I Choose Safety” is the belief that working safely is a choice and through safety focused choices all injuries are preventable.

These beliefs are the foundation for our team members’ commitment to our safety culture and that we always do the right thing…first, last and always.

Our safety program utilizes the three Ts:

Tools, Training and Time, as a structure for us to provide our employees with the proper tools and training to safely and successfully perform their jobs.

We continuously promote our commitment to the safety and health of our employees through a variety of resources, including continual training, education programs, and benefit offerings.

We also adhere to seven key principles regarding safety:

• All injuries can be prevented;

• Working safely is a condition of employment for all employees;

• Management must demonstrate leadership in preventing injuries by providing a safe work environment, adequate resources, performance incentives and appropriate follow-up on any unsafe conditions or actions;

• All employees are responsible for preventing injuries to themselves and others;

Tools, Training and Time, as a structure for us to provide our employees with the proper skills and expectations to safely and successfully perform their jobs.

We reinforce this commitment through ongoing education and site visits.

We also adhere to the following key principles regarding safety:

• All injuries can be preventable;

• Team members are expected to live safety, on the job and at home, as a value and alignment with Knife River’s principle of developing a strong and cohesive Team;

• Management must demonstrate leadership in preventing injuries by building trust within their teams, empowering individual ownership of safety, providing a safe work environment, ensuring adequate resources are available, and ensuring accountability for unsafe conditions or actions;

• All employees have ownership over safety for themselves and their teammates and are responsible for preventing injuries to themselves and others;

• All operating exposures can be safeguarded or controlled;

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• Preventing personal injuries and property damage is good business.

We have a goal of zero workplace injuries and have developed a safety culture complete with programs, trainings, and best practices appropriate for our industry and operations.

As a core value, we are continuously striving to improve and implement strategies to enhance our safety objectives.

Our ultimate goal remains zero workplace injuries, supported by industry-specific best practices and continuous improvement strategies.

Leadership at every level is fully engaged and accountable for driving these efforts, ensuring safety remains a core value.

Environmental Regulations

With environment being one of our core values, our pledge to operate in an environmentally responsible manner is reviewed and encouraged through several measures, including oversight by professional environmental staff with reporting and accountability to regional operations leaders, regular review of environmental and sustainability disclosures by the executive Sustainability Committee, thorough audits of operating activities, and in-depth property reviews during due diligence on potential acquisitions.

We are subject to complex federal, state and local environmental compliance and reclamation regulations.

With the environment being one of our core values, our pledge to operate in an environmentally responsible manner is reviewed and encouraged through several measures, including oversight by professional environmental staff with reporting and accountability to regional operations leaders, regular review of environmental and sustainability disclosures by the executive Sustainability Committee, thorough audits of operating activities, and in-depth property and environmental permit compliance reviews during due diligence on potential acquisitions.

We are subject to complex federal, state and local environmental compliance and reclamation regulations imposed by the federal Mine Safety and Health Administration, the federal Occupational Safety and Health Administration, the federal EPA and others.

These federal, state and local laws and regulations include, among others:

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the Resource Conservation and Recovery Act;

the federal Mine Safety and Health Administration;

the federal Occupational Safety and Health Administration;

the federal CERCLA;

the federal EPA;

and, occasionally, the Endangered Species Act.

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• Restrictions on the management of hazardous wastes and underground storage-tank systems, as well as obligations to clean up or remediate spills of hazardous materials into the environment;

• Limitation or prohibition of activities on certain lands lying within wilderness, wetlands or other protected areas;

• Limitation or prohibition of activities on certain lands within wilderness, wetlands or other protected areas;

• Obligations to restore or reclaim former mining areas;

• Requirements to comply with specific health and safety criteria addressing worker protection;

• The imposition of substantial liabilities for pollution which may result from our operations.

• The imposition of liabilities for pollution that may result from our operations.

Our operations are also subject to California emission reductions and regulatory compliance.

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Noncompliance with these laws and regulations can subject us to fines, loss of licenses or registrations, or various forms of civil or criminal prosecution, any of which could have a material adverse effect on our reputation, business, financial position, results of operations and cash flows.

In addition, certain environmental laws, such as CERCLA and EPA, impose strict requirements for companies to pay to remediate and restore sites where hazardous substances, hydrocarbons or solid wastes have been disposed, stored or released.

In addition, certain environmental laws, such as CERCLA, impose strict requirements for companies to pay to remediate and restore sites where hazardous substances, hydrocarbons or solid wastes have been disposed, stored or released.

We may be required to remediate contaminated properties currently or formerly owned or operated by us or materials we have disposed of, regardless of whether such contamination resulted from actions taken by us or from the conduct of others at the time those actions were taken.

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Furthermore, the existence of contamination at properties owned, leased or operated by us could result in increased operation costs or restrictions on our ability to use those properties as intended, including for mining purposes.

One such site is the Portland, Oregon, Harbor Superfund Site where Knife River -

Northwest was named as a PRP by the EPA related to a commercial property site acquired in 1999.

For further information related to environmental reclamation obligations, see Item 8.

One such site is the Portland, Oregon, Harbor Superfund Site where Knife River - Northwest was named as a PRP by the EPA related to a commercial property site acquired in 1999.

For further information related to environmental reclamation obligations, see Item 8 - Note 18.

Our company is also subject to comprehensive environmental permit requirements, which are usually associated with new mining operations, although requirements vary widely from state to state and even within states.

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We have incurred, and may incur in the future, significant operating and capital expenditures to comply with environmental laws and regulations.

During 2024, we incurred $3.1 million related to compliance.

Capital expenditures related to environmental compliance are anticipated to be $5.6 million in 2025, $9.1 million in 2026 and $9.4 million in 2027.

During 2025 and 2024, we incurred $4.4 million and $3.1 million, respectively, in capital expenditures related to environmental compliance and expect to incur $8.6 million in 2026, $6.8 million in 2027 and $9.8 million in 2028.

These amounts do not include expenditures related to what may be ultimately determined with regard to the issues described previously for the Portland, Oregon, Harbor Superfund Site.

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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 1. Business