What changed in this filing

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Item 9A. Controls and Procedures

2026-02-20 compared with 2025-02-21 · 55 added, 60 removed, 119 unchanged (49% of the section changed)

11 unchanged sentences

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.

As previously disclosed, we completed the acquisition of Strata Corporation on March 7, 2025, and, as permitted by SEC guidance for newly acquired businesses, we have elected to exclude Strata Corporation from the scope of our internal controls over financial reporting and procedures for the year ended December 31, 2025.

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

Strata Corporation constituted approximately 6.2 percent of our consolidated revenue and approximately 13.5 percent of our total assets as of December 31, 2025.

Attestation Report of the Registered Public Accounting Firm

10 unchanged sentences

The following table includes information as of December 31, 2025, 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

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

1 unchanged sentence

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

Total 324,108 — 2,039,085

Equity compensation plans not approved by stockholders

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 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.

2 Consists of restricted and performance stock units.

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

4 This amount includes 2,195,330 shares available for future issuance under the Long-Term Performance-Based Incentive Plan in connection with grants of restricted stock units, performance stock units 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.

12 unchanged sentences

Incorporated by Reference (Unless Otherwise Indicated)

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

Exhibit Number

Exhibit Description

Filed Herewith

Furnished Herewith

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

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.

8-K 001-41642 3.1 June 1, 2023

3.2 Amended and Restated Bylaws of Knife River Corporation.

8-K 001-41642 3.2 June 1, 2023

December 26, 2024

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

Second Amended and Restated Bylaws of Knife River Corporation.

Indenture, dated as of April 25, 2023, by and among Knife River Corporation and U.S.

Bank Trust Company, National Association .

10-12B/A 001-41642

April 28, 2023

1 unchanged sentence

Bank Trust Company, National Association .

8-K 001-41642 4.2 June 1, 2023

Third Supplemental Indenture, dated as of June 12, 2025, by and among the parties that are signatories hereto as Guarantors, Knife River Corporation and U.S.

Bank Trust Company, National Association.

August 5, 2025

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

February 27, 2024

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

and Lenders and L/C Issuers party thereto.

8-K 001-41642 10.4 June 1, 2023

First Amendment, dated as of March 7, 2025, among Knife River Corporation, as borrower, the guarantors party thereto, the lenders and other parties party thereto, and JPMorgan Chase Bank, N.A., as administrative agent .

March 10, 2025

Knife River Corporation Change in Control Severance Plan.

8-K 001-41642 10.1 August 21, 2024

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 .

10-Q 001-41642 10(a) November 6, 2023

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

November 6, 2023

Form of Restricted Stock Unit Award Agreement under the Long-Term Performance-Based Incentive Plan, effective February 27, 2025.

Form of Performance Stock Unit Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 27, 2025.

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

8-K 001-41642 10.6 June 1, 2023

Knife River Corporation Deferred Compensation Plan-Plan Document and Adoption Agreement.

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

Exhibit Number

Exhibit Description

Filed Herewith

Furnished Herewith

Knife River Corporation Deferred Compensation Plan-Plan Document and Adoption Agreement.

Knife River Corporation Supplemental Income Security Plan.

8-K 001-41642 10.8 June 1, 2023

Knife River Corporation Nonqualified Defined Contribution Plan.

8-K 001-41642 10.9 June 1, 2023

Knife River Corporation Director Compensation Policy.

8-K 001-41642 10.10 June 1, 2023

Knife River Corporation Director Compensation Policy, as amended May 22, 2025.

001-41642 10(a)

August 5, 2025

Knife River Corporation Deferred Compensation Plan for Directors.

8-K 001-41642 10.11 June 1, 2023

Knife River Corporation, 401(k) Retirement Plan, effective May 1, 2023.

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

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.

Knife River Corporation Deferred Compensation Plan for Directors, as amended and restated effective November 14, 2025.

Knife River Corporation, 401(k) Retirement Plan, effective January 1, 2026.

Third Amendment to Knife River Corporation, 401(k) Retirement Plan, as amended March 17, 2025.

Fourth Amendment to Knife River Corporation, 401(k) Retirement Plan, as amended June 30, 2025.

August 5, 2025

Fifth Amendment to Knife River Corporation, 401(k) Retirement Plan, as amended June 30, 2025.

August 5, 2025

Knife River Corporation Section 16 Officers and Directors with Indemnification Agreements Chart, as of February 19, 2026.

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

10-12B/A 001-41642 10.16 April 28, 2023

Promotion Letter with Nathan Ring dated as of March 15, 2023.

10-12B/A 001-41642 10.9 April 28, 2023

April 28, 2023

Promotion Letter with Nancy Christenson dated as of March 15, 2023.

10-12B/A 001-41642 10.12 April 28, 2023

April 28, 2023

Promotion Letter with Karl Liepitz dated as of March 15, 2023.

10-12B/A 001-41642 10.13 April 28, 2023

April 28, 2023

Promotion Letter with Trevor Hastings dated as of March 15, 2023.

10-12B/A 001-41642 10.14 April 28, 2023

April 28, 2023

Promotion Letter with Brian R.

Gray dated as of March 27, 2023.

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

April 28, 2023

Knife River Insider Trading Policy.

February 21, 2025

List of Subsidiaries of Knife River Corporation.

6 unchanged sentences

Knife River Corporation Incentive Compensation Recovery Policy.

001-41642 97+

February 27, 2024

101 The following financial information formatted in Inline XBRL:

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X

101.SCH XBRL Taxonomy Extension Schema Document X

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X

XBRL Taxonomy Extension Schema Document X

Incorporated by Reference (Unless Otherwise Indicated)

Exhibit Number

Exhibit Description

Filed Herewith

Furnished Herewith

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document X

1 unchanged sentence

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).

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

The Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted exhibits or schedules upon request;

+ Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.The Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted exhibits or schedules upon request;

provided that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

17 unchanged sentences

/s/ Marney L.

Chief Accounting Officer February 21, 2025

Vice President and Chief Accounting Officer

February 20, 2026

(Principal Accounting Officer)

13 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