What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-22 compared with 2023-02-24 · 151 added, 82 removed, 252 unchanged (48% of the section changed)

14 unchanged sentences

Other Information

During the three months ended December 31, 2023, 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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

7 unchanged sentences

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))

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

Equity compensation plans approved by stockholders (1) 873,300 (2) $ — (3) 2,139,336 (4)(5)

754,044 (2) $ — (3) 2,635,636 (4)(5)

Equity compensation plans not approved by stockholders

754,044 $ — 2,635,636

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

Total 873,300 $ — 2,139,336

(1) Consists of the Non-Employee Director Long-Term Incentive Compensation Plan and the Long-Term Performance-Based Incentive Plan.

(2) Consists of restricted stock awards and performance share awards.

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

(4) This amount includes 2,493,022 shares available for future issuance under the Long-Term Performance-Based Incentive Plan in connection with grants of restricted stock, performance units, performance shares or other equity-based awards.

For more information, see Note 14.

(2) Consists of restricted stock units.

(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 2,047,439 shares available for future issuance under the Long-Term Performance-Based Incentive Plan in connection with grants of restricted stock units, performance units, performance shares or other equity-based awards.

(5) This amount includes 91,897 shares available for future issuance under the Non-Employee Director Long-Term Incentive Compensation Plan.

36 unchanged sentences

Operating loss ( 14,959 ) ( 4,888 ) —

Other income — — —

Realized gain on tax-free exchange of the retained shares in Knife River 186,556 — —

Interest expense 16,099 — —

Loss before income taxes ( 14,323 ) — —

Income taxes ( 1,623 ) — —

Income (loss) before income taxes

155,498 ( 4,888 ) —

Income tax benefit

( 7,705 ) ( 1,193 ) —

Equity in earnings of subsidiaries from continuing operations 317,222 254,463 242,522

1 unchanged sentence

Equity in earnings (loss) of subsidiaries from discontinued operations ( 17,922 ) 125,726 135,609

Discontinued operations, net of tax

( 47,796 ) ( 9,005 ) —

Net income $ 414,707 $ 367,489 $ 378,131

17 unchanged sentences

Investment in subsidiaries 3,146,122 3,581,754

Notes receivable from subsidiaries

Deferred income taxes 12,596 12,668

7 unchanged sentences

Accounts payable to subsidiaries 3,435 4,402

Notes payable to subsidiaries

Taxes payable 542 572

5 unchanged sentences

Noncurrent liabilities:

Long-term debt 189,048 —

Operating lease liabilities 6 30

9 unchanged sentences

Accumulated other comprehensive loss ( 18,384 ) ( 30,583 )

Treasury stock at cost - 538,921 shares

( 3,626 ) ( 3,626 )

Treasury stock at cost - 538,921 shares at December 31, 2022

Total stockholders' equity 2,905,233 3,587,129

7 unchanged sentences

(In thousands)

Net cash provided by operating activities of continuing operations

$ 271,337 $ 251,204 $ 187,297

Net cash used in operating activities of discontinued operations

$ ( 47,796 ) $ ( 9,005 ) $ —

Net cash provided by operating activities

223,541 242,199 187,297

Investing activities:

1 unchanged sentence

Investments 7,422 ( 885 ) ( 391 )

Net cash used in investing activities ( 45,885 ) ( 102,391 ) ( 67,004 )

Issuance of notes receivable

( 58,000 ) — —

Net cash used in investing activities of continuing operations

( 526,578 ) ( 45,885 ) ( 102,391 )

Financing activities:

Issuance of short-term borrowings 535,000 — —

Repayment of short-term borrowings ( 242,401 ) — —

Issuance of long-term debt 575,000 — —

Repayment of long-term debt ( 385,000 ) — —

Debt issuance costs

Proceeds from issuance of common stock — ( 149 ) 88,767

2 unchanged sentences

Tax withholding on stock-based compensation ( 1,471 ) ( 2,398 ) ( 1,949 )

Net cash used in financing activities ( 182,987 ) ( 87,528 ) ( 163,183 )

Net cash used in financing activities of continuing operations

316,590 ( 182,987 ) ( 87,528 )

Increase (decrease) in cash and cash equivalents 13,553 13,327 ( 2,622 )

2 unchanged sentences

The accompanying notes are an integral part of these condensed financial statements.

MDU Resources Group, Inc.

Form 10-K 125

Notes to Condensed Financial Statements

6 unchanged sentences

The income from subsidiaries is reported as equity in earnings of subsidiaries on the Condensed Statements of Income.

The material cash inflows on the Condensed Statements of Cash Flows are primarily from the dividends and other payments received from its subsidiaries and the proceeds raised from the issuance of equity securities.

The consolidated financial statements of the Company reflect certain businesses as discontinued operations.

2 unchanged sentences

In addition, see Item 8 - Note 2 for information on the computation of earnings per common share.

Note 2 - Debt At December 31, 2022, the Company had no long-term debt maturities.

Note 2 - Debt

MDU Resources Group, Inc.

On May 1, 2023, the Company entered into a $ 75.0 million term loan agreement with a SOFR-based variable interest rate and a maturity date of November 1, 2023.

On May 31, 2023, the Company repaid the full balance outstanding under the term loan agreement.

On May 31, 2023, the Company entered into a $ 150.0 million revolving credit agreement with a SOFR-based variable interest rate and a maturity date of May 29, 2024.

At December 31, 2023, the Company had no amount outstanding.

The agreement contains customary covenants and provisions, including a covenant of the Company not to permit, at any time, the ratio of total debt to total capitalization to be greater than 65 percent.

The covenants also include certain restrictions on the sale of certain assets, loans and investments.

On May 31, 2023, the Company entered into a $ 200.0 million revolving credit agreement with a SOFR-based variable interest rate and a maturity date of May 31, 2028.

Any borrowings under the revolving credit agreement are classified as long-term debt as they are intended to be refinanced on a long-term basis through continued borrowings.

The credit agreement contains customary covenants and provisions, including a covenant of the Company not to permit, at any time, the ratio of total debt to total capitalization to be greater than 65 percent.

The covenants also include certain restrictions on the sale of certain assets, loans and investments.

At December 31, 2023, there were no amounts outstanding under the agreement.

On May 31, 2023, the Company entered into a $ 375.0 million term loan agreement with a SOFR-based variable interest rate and a maturity date of May 31, 2025.

On November 15, 2023, the Company paid down $ 185.0 million of this term loan.

The term loan agreement contains customary covenants and provisions, including a covenant of the Company not to permit, at any time, the ratio of total debt to total capitalization to be greater than 65 percent.

The covenants also include certain restrictions on the sale of certain assets, loan and investments.

On November 6, 2023, the Company entered into a $ 310 million term loan agreement which was used to facilitate the tax-free debt for equity exchange.

This term loan was repaid through a noncash exchange of the Company's shares in Knife River for $ 293.2 million and the remaining balance of this term loan was repaid in cash on November 10, 2023.

At December 31, 2023, the Company had $ 190 million of long-term debt maturities for 2025.

For more information on debt, see Item 8 - Note 10.

2 unchanged sentences

126 MDU Resources Group, Inc.

Form 10-K 127

Incorporated by Reference

Exhibit Number Exhibit Description Filed Herewith Form Period Ended Exhibit Filing Date File Number

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

8-K 2.1 6/1/23 1-03480

3(a) Amended and Restated Certificate of Incorporation of MDU Resources Group, Inc.

8 unchanged sentences

10-K 12/31/09 4(c) 2/17/10 1-03480

*4(c) Fifth Amended and Restated Credit Agreement, dated as of December 19, 2019, among Centennial Energy Holdings, Inc., U.S.

Bank National Association, as Administrative Agent, and The Several Financial Institutions party thereto

10-K 12/31/19 4(c) 2/21/20 1-03480

*4(d) Montana-Dakota Utilities Co.

Montana-Dakota Utilities Co.

Amended and Restated Credit Agreement, dated December 19, 2019, among Montana-Dakota Utilities Co., Various Lenders, and Wells Fargo Bank, National Association, as Administrative Agent

10-K 12/31/19 4(d) 2/21/20 1-03480

4(e) Centennial Energy Holdings, Inc.

Note Purchase Agreement, dated December 20, 2012, among Centennial Energy Holdings, Inc.

and various purchasers of the notes

10-Q 6/30/19 4(a) 8/2/19 1-03480

4(f) Montana-Dakota Utilities Co.

Montana-Dakota Utilities Co.

Note Purchase Agreement, dated July 24, 2019, among Montana-Dakota Utilities Co.

1 unchanged sentence

10-Q 9/30/19 4(a) 11/1/19 1-03480

4(g) MDU Resources Group, Inc.

MDU Resources Group, Inc.

Description of Securities Registered Pursuant to Section 12 of the Securities and Exchange Act of 1934

10-K 12/31/19 4(g) 2/21/20 1-03480

*4(h) WBI Energy Transmission, Inc.

Second Amend ment and Resta t e ment Note Purchase and Private Shelf Agreement, effective as of Dece mber 22 , 20 22 , among Prudential Investment Management, Inc.

WBI Energy Transmission, Inc.

Second Amendment and Restatement Note Purchase and Private Shelf Agreement, effective as of December 22, 2022, among Prudential Investment Management, Inc.

and certain investors described therein

+10(a) MDU Resources Group, Inc.

10-K 12/31/22 4(h)

2/24/23 1-03480

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

8-K 10.1 6/1/23 1-03480

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

8-K 10.2 6/1/23 1-03480

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

8-K 10.3 6/1/23 1-03480

5-Year Revolving Credit Agreement, dated as of May 31, 2023, by and among MDU Resources Group, Inc., the financial institutions from time to time party thereto and U.S.

Bank National Association.

8-K 10.5 6/1/23 1-03480

364-Day Revolving Credit Agreement, dated as of May 31, 2023, by and among MDU Resources Group, Inc., the financial institutions from time to time party thereto and U.S.

Bank National Association.

8-K 10.6 6/1/23 1-03480

Term Loan Agreement, dated as of May 31, 2023, by and among MDU Resources Group, Inc., the lenders from time to time party thereto and U.S.

Bank National Association.

8-K 10.7 6/1/23 1-03480

+10(g) MDU Resources Group, Inc.

Supplemental Income Security Plan, as amended and restated May 10, 2017

10-Q 6/30/17 10(d) 8/4/17 1-03480

+10(b) MDU Resource Group, Inc.

+10(h) MDU Resource Group, Inc.

Director Compensation Policy, as amended May 11, 2022

10-Q 6/30/22 10(b) 8/5/22 1-03480

+10(c) Deferred Compensation Plan for Directors, as amended May 15, 2008

+10(i) Deferred Compensation Plan for Directors, as amended May 15, 2008

10-Q 6/30/08 10(a) 8/7/08 1-03480

+10(d) Non-Employee Director Stock Compensation Plan, as amended May 12, 2011

+10(j) Non-Employee Director Stock Compensation Plan, as amended May 12, 2011

10-Q 6/30/11 10(a) 8/5/11 1-03480

+10(e) MDU Resources Group, Inc.

+10(k) MDU Resources Group, Inc.

Non-Employee Director Long-Term Incentive Compensation Plan, as amended May 17, 2012

10-Q 6/30/12 10(a) 8/7/12 1-03480

+10(f) MDU Resources Group, Inc.

MDU Resources Group, Inc.

Form 10-K 127

Incorporated by Reference

Exhibit Number Exhibit Description Filed Herewith Form Period Ended Exhibit Filing Date File Number

+10(l) MDU Resources Group, Inc.

Long-Term Performance-Based Incentive Plan, as amended February 15, 2024

10-K 12/31/15 10(f) 2/19/16 1-03480

+10(g) MDU Resources Group, Inc.

10.2 2/21/24 1-03480

+10(m) MDU Resources Group, Inc.

Executive Incentive Compensation Plan, as amended November 12, 2020, and Rules and Regulations, as amended November 12, 2020

10-K 12/31/20 10(h) 2/19/21 1-03480

+10(h) Form of Performance Share Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 13, 2020

10-K 12/31/19 10(k) 2/21/20 1-03480

+10(i) Form of Performance Share Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 11, 2021

+10(n) Form of Performance Share Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 11, 2021

10-K 12/31/20 10(l) 2/19/21 1-03480

+10(j) Form of Performance Share Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 17, 2022

+10(o) Form of Performance Share Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 17, 2022

10-K 12/31/21 10(k) 2/23/22 1-03480

128 MDU Resources Group, Inc.

Incorporated by Reference

Exhibit Number Exhibit Description Filed Herewith Form Period Ended Exhibit Filing Date File Number

+10(k) Restricted Stock Unit Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 11, 2021

+10(p) Restricted Stock Unit Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 11, 2021

10-K 12/31/20 10(n) 2/19/21 1-03480

+10(l) Restricted Stock Unit Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 17, 2022

+10(q) Restricted Stock Unit Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 17, 2022

10-K 12/31/21 10(m) 2/23/22 1-03480

+10(m) Restricted Stock Unit Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 16, 2023

+10(n) Form of MDU Resources Group, Inc.

+10(r) Restricted Stock Unit Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 16, 2023

10-K 12/31/22 10(m) 2/24/23 1-03480

+10(s) Form of MDU Resources Group, Inc.

Indemnification Agreement for Section 16 Officers and Directors, dated May 15, 2014

8-K 10.1 5/15/14 1-03480

+10(o) Form of Amendment No.

+10(t) Form of Amendment No.

1 to Indemnification Agreement, dated May 15, 2014

8-K 10.2 5/15/14 1-03480

+10(p) MDU Resources Group, Inc.

+10(u) MDU Resources Group, Inc.

Section 16 Officers and Directors with Indemnification Agreements Chart, as of February 14, 2024

+10(q) MDU Resources Group, Inc.

+10(v) MDU Resources Group, Inc.

Nonqualified Defined Contribution Plan, as amended and restated November 12, 2020

10-K 12/31/20 10(r) 2/19/21 1-03480

+10(r) MDU Resources Group, Inc.

+10(w) MDU Resources Group, Inc.

Deferred Compensation Plan Adoption Agreement, as amended August 12, 2021

10-Q 9/30/21 10(c) 11/4/21 1-03480

+10(s) MDU Resources Group, Inc.

+10(x) MDU Resources Group, Inc.

Deferred Compensation Plan Document, dated November 12, 2020

8-K 10.2 11/12/20 1-03480

+10(t) MDU Resources Group, Inc.

+10(y) MDU Resources Group, Inc.

401(k) Retirement Plan, as restated April 1, 2020

10-Q 3/31/20 10(a) 5/8/20 1-03480

+10(u) MDU Resources Group, Inc.

+10(z) First Amendment to MDU Resources Group, Inc.

401(k) Retirement Plan, as amended December 17, 2020

10-K 12/31/20 10(u)

2/19/21 1-03480

+10(aa) Second Amendment to MDU Resources Group, Inc.

401(k) Retirement Plan, as amended January 1, 2021

3/31/21 10(a) 5/6/21 1-03480

+10(ab) Third Amendment to MDU Resources Group, Inc.

401(k) Retirement Plan, as amended January 1, 2022

10-K 12/31/21 10(w) 2/23/22 1-03480

+10(v) MDU Resources Group, Inc.

+10(ac) Fourth Amendment to MDU Resources Group, Inc.

401(k) Retirement Plan, as amended August 17, 2022

10-Q 9/30/22 10(a) 11/3/22 1-03480

+10(w) MDU Resources Group, Inc.

+10(ad) Fifth Amendment to MDU Resources Group, Inc.

401(k) Retirement Plan, as amended December 28, 2022

+10(x) Employment Letter for Jeffrey S.

12/31/22 10(w) 2/24/23 1-03480

+10(ae) Sixth Amendment to MDU Resources Group, Inc.

401(k) Retirement Plan, as amended May 1, 2023

+10(af) Seventh Amendment to MDU Resources Group, Inc.

401(k) Retirement Plan, as amended August 23 , 2023

+10(ag) Eighth Amendment to MDU Resources Group, Inc.

401(k) Retirement Plan, as amended January 1, 2024

+10(ah) Employment Letter for Jeffrey S.

Thiede, dated May 16, 2013

10-K 12/31/13 10(ab) 2/21/14 1-03480

+10(y) Jason L.

+10(ai) Jason L.

Vollmer Offer Letter, dated September 20, 2017

8-K 10.1 9/21/17 1-03480

+10(z) Cooperation Agreement, dated as of January 24, 2023, by and among Keith A.

128 MDU Resources Group, Inc.

Incorporated by Reference

Exhibit Number Exhibit Description Filed Herewith Form Period Ended Exhibit Filing Date File Number

+10(aj) Cooperation Agreement, dated as of January 24, 2023, by and among Keith A.

Meister, Corvex Management LP and MDU Resources Group, Inc.

8-K 10.1 1/24/23 1-03480

+10(aa) Retention Agreement for Jeffrey S.

Thiede, dated February 17, 2023

+10(ab) David C.

+10(ak) David C.

Barney Offer Letter, dated February 17, 2023

12/31/22 10(ab)

2/24/23 1-03480

+10(al) MDU Resources Group, Inc.

Change in Control Severance Plan

10.1 2/21/24 1-03480

21 Subsidiaries of MDU Resources Group, Inc.

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

95 Mine Safety Disclosures

+97 Incentive Compensation Recovery Policy

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

101.SCH XBRL Taxonomy Extension Schema Document

MDU Resources Group, Inc.

Form 10-K 129

Incorporated by Reference

Exhibit Number Exhibit Description Filed Herewith Form Period Ended Exhibit Filing Date File Number

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

2 unchanged sentences

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (formatted as Inline XBRL 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;

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

** Schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

7 unchanged sentences

MDU Resources Group, Inc.

Form 10-K 129

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.

1 unchanged sentence

February 22, 2024 By:

/s/ Nicole A.

(President and Chief Executive Officer)

1 unchanged sentence

Signature Title Date

Goodin Chief Executive Officer and Director February 24, 2023

/s/ Nicole A.

Chief Executive Officer and Director February 22, 2024

(President and Chief Executive Officer)

Vollmer Chief Financial Officer February 22, 2024

(Vice President and Chief Financial Officer)

(Vice President, Chief Financial Officer and Treasurer)

/s/ Stephanie A.

Barth Chief Accounting Officer February 24, 2023

Chief Accounting Officer February 22, 2024

(Vice President, Chief Accounting Officer and Controller)

2 unchanged sentences

(Chair of the Board)

/s/ German Carmona Alvarez Director February 24, 2023

German Carmona Alvarez

/s/ Thomas Everist Director February 24, 2023

Thomas Everist

Fagg Director February 24, 2023

/s/ Patricia L.

Moss Director February 24, 2023

/s/ Darrel T.

Director February 22, 2024

Rosenthal Director February 22, 2024

4 unchanged sentences

130 MDU Resources Group, Inc.

Form 10-K 131

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