Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
The following information includes the evaluation of disclosure controls and procedures by the Company's chief executive officer and the chief financial officer, along with any significant changes in internal controls of the Company.
Evaluation of Disclosure Controls and Procedures
The term "disclosure controls and procedures" is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. The Company's disclosure controls and other procedures are designed to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. The Company's disclosure controls and other procedures are designed to provide reasonable assurance that information required to be disclosed is accumulated and communicated to management, including the Company's chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. The Company's management, with the participation of the Company's chief executive officer and chief financial officer, has evaluated the effectiveness of the Company's disclosure controls and other procedures as of the end of the period covered by this Annual Report. Based upon that evaluation, the chief executive officer and the chief financial officer have concluded that, as of the end of the period covered by this Annual Report, such controls and procedures were effective at a reasonable assurance level.
Changes in Internal Controls
No change in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
Management's Annual Report on Internal Control Over Financial Reporting
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 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
The information required by this item is included in this Form 10-K at Item 8 - Report of Independent Registered Public Accounting Firm.
ITEM 9B. OTHER INFORMATION
During the three months ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
111
Index
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information required by this item will be included in the Company's Proxy Statement, which is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this item will be included in the Company’s Proxy Statement, which is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Equity Compensation Plan Information
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
(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
286,629
—
1,908,701
Equity compensation plans not approved by stockholders
N/A
N/A
N/A
Total
286,629
—
1,908,701
1 Consists of the Knife River Long-Term Performance-Based Incentive Plan, as discussed in Item 8 - Note 12.
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.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information required by this item will be included in the Company's Proxy Statement, which is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required by this item about aggregate fees billed to the Company by its principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34 ), will be included in the Company's Proxy Statement, which is incorporated herein by reference.
112
Index
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
A. The following documents are filed as part of this Annual Report:
1. Financial Statements
Reference is made to the Index to Financial Statements under Item 8 in Part II hereof, where these documents are listed.
2. Schedules
All schedules are omitted because they are not required or not applicable, or the information is shown in the financial statements or the notes to audited consolidated financial statements.
3. Exhibits
The Exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of, or furnished with, this Annual Report.
113
Index
EXHIBIT INDEX
Incorporated by Reference (Unless Otherwise Indicated)
Exhibit Number
Exhibit Description
Filed Herewith
Furnished Herewith
Form
File Number
Exhibit
Filing Date
2.1+
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
2.2*+
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
Second Amended and Restated Certificate of Incorporation of Knife River Corporation.
8-K
001-41642
3.1
May 28, 2025
3.2
Second Amended and Restated Bylaws of Knife River Corporation.
8-K
001-41642
3.2
May 28, 2025
4.1
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
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. Bank Trust Company, National Association .
8-K
001-41642
4.2
June 1, 2023
4.3
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.
10-Q
001-41642
4.1
August 5, 2025
4.4
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
10.1*
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
10.2*
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 .
8-K
001-41642
10.1
March 10, 2025
10.3**
Knife River Corporation Change in Control Severance Plan.
8-K
001-41642
10.1
August 21, 2024
10.4**
Knife River Corporation Long Term Performance-Based Incentive Plan.
8-K
001-41642
10.5
June 1, 2023
10.5**
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.
10-Q
001-41642
10(b)
August 6, 2024
10.6**
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
10.7**
Form of Restricted Stock Unit Award Agreement under the Long-Term Performance-Based Incentive Plan, effective February 27, 2025.
10-Q
001-41642
10.2
May 6, 2025
10.8**
Form of Performance Stock Unit Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 27, 2025.
10-Q
001-41642
10.3
May 6, 2025
10.9**
Knife River Corporation Executive Incentive Compensation Plan, including Rules and Regulations.
8-K
001-41642
10.6
June 1, 2023
114
Index
Incorporated by Reference (Unless Otherwise Indicated)
Exhibit Number
Exhibit Description
Filed Herewith
Furnished Herewith
Form
File Number
Exhibit
Filing Date
10.10**
Knife River Corporation Deferred Compensation Plan-Plan Document and Adoption Agreement.
8-K
001-41642
10.7
June 1, 2023
10.11**
Knife River Corporation Supplemental Income Security Plan.
8-K
001-41642
10.8
June 1, 2023
10.12**
Knife River Corporation Nonqualified Defined Contribution Plan.
8-K
001-41642
10.9
June 1, 2023
10.13**
Knife River Corporation Director Compensation Policy, as amended May 22, 2025.
10-Q
001-41642
10.1
August 5, 2025
10.14**
Knife River Corporation Deferred Compensation Plan for Directors, as amended and restated effective November 14, 2025.
X
10.15**
Knife River Corporation, 401(k) Retirement Plan, effective January 1, 2026.
X
10.16**
Third Amendment to Knife River Corporation, 401(k) Retirement Plan, as amended March 17, 2025.
10-Q
001-41642
10.4
May 6, 2025
10.17**
Fourth Amendment to Knife River Corporation, 401(k) Retirement Plan, as amended June 30, 2025.
10-Q
001-41642
10.2
August 5, 2025
10.18**
Fifth Amendment to Knife River Corporation, 401(k) Retirement Plan, as amended June 30, 2025.
10-Q
001-41642
10.3
August 5, 2025
10.19**
Knife River Corporation Section 16 Officers and Directors with Indemnification Agreements Chart, as of February 19, 2026.
X
10.20**
Form of Knife River Corporation Director and/or Executive Officer Indemnification Agreement.
10-Q
001-41642
10.6
May 6, 2025
10.21**
Promotion Letter with Nathan Ring dated as of March 15, 2023.
10-12B/A
001-41642
10.9
April 28, 2023
10.22**
Promotion Letter with Nancy Christenson dated as of March 15, 2023.
10-12B/A
001-41642
10.12
April 28, 2023
10.23**
Promotion Letter with Karl Liepitz dated as of March 15, 2023.
10-12B/A
001-41642
10.13
April 28, 2023
10.24**
Promotion Letter with Trevor Hastings dated as of March 15, 2023.
10-12B/A
001-41642
10.14
April 28, 2023
10.25**
Promotion Letter with Brian R. Gray dated as of March 27, 2023.
10-12B/A
001-41642
10.15
April 28, 2023
19
Knife River Insider Trading Policy.
10-K
001-41642
19
February 21, 2025
21.1
List of Subsidiaries of Knife River Corporation.
X
23.1
Consent of Deloitte & Touche LLP.
X
31.1
Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2
Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32
Certification of Chief Executive Officer and Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
95
Mine Safety Disclosures.
X
97+
Knife River Corporation Incentive Compensation Recovery Policy.
10-K
001-41642
97
February 27, 2024
101 The following financial information formatted in Inline XBRL: X
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
115
Index
Incorporated by Reference (Unless Otherwise Indicated)
Exhibit Number
Exhibit Description
Filed Herewith
Furnished Herewith
Form
File Number
Exhibit
Filing Date
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB XBRL Taxonomy Extension Label Linkbase Document X
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). X
+ 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.
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. 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.
ITEM 16. FORM 10-K SUMMARY
None.
116
Index
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Knife River Corporation
Date: February 20, 2026 By: /s/ Brian R. Gray
Brian R. Gray
(President and Chief Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the date indicated.
Signature Title Date
/s/ Brian R. Gray
President, Chief Executive Officer and Director
February 20, 2026
Brian R. Gray
(Principal Executive Officer)
/s/ Nathan W. Ring
Vice President and Chief Financial Officer
February 20, 2026
Nathan W. Ring
(Principal Financial Officer)
/s/ Marney L. Kadrmas
Vice President and Chief Accounting Officer
February 20, 2026
Marney L. Kadrmas
(Principal Accounting Officer)
/s/ Karen B. Fagg
Chair of the Board and Director
February 20, 2026
Karen B. Fagg
/s/ Patricia Chiodo
Director February 20, 2026
Patricia Chiodo
/s/ Thomas W. Hill
Director February 20, 2026
Thomas W. Hill
/s/ German Carmona Alvarez Director February 20, 2026
German Carmona Alvarez
/s/ Patricia L. Moss
Director February 20, 2026
Patricia L. Moss
/s/ William Sandbrook Director February 20, 2026
William Sandbrook
117