MDU RESOURCES GROUP INC 10-K

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 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 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, 2023, 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. 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, 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. 120 MDU Resources Group, Inc. Form 10-K 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, 2023, with respect to the Company's equity compensation plans: 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) 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. 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. 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. MDU Resources Group, Inc. Form 10-K 121 Index Part IV Item 15. Exhibits, Financial Statement Schedules (a) Financial Statements, Financial Statement Schedules and Exhibits Index to Financial Statements and Financial Statement Schedules 1. Financial Statements The following consolidated financial statements required under this item are included under Item 8 - Financial Statements and Supplementary Data. Page Consolidated Statements of Income for each of the three years in the period ended December 31, 2023 69 Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2023 70 Consolidated Balance Sheets at December 31, 2023 and 2022 71 Consolidated Statements of Equity for each of the three years in the period ended December 31, 2023 72 Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2023 73 Notes to Consolidated Financial Statements 74 2. Financial Statement Schedules The following financial statement schedules are included in Part IV of this report. Page Schedule I - Condensed Financial Information of Registrant (Unconsolidated) Condensed Statements of Income and Comprehensive Income for each of the three years in the period ended December 31, 2023 123 Condensed Balance Sheets at December 31, 2023 and 2022 124 Condensed Statements of Cash Flows for each of the three years in the period ended December 31, 2023 125 Notes to Condensed Financial Statements 126 All other schedules have been omitted because they are not applicable or the required information is included elsewhere in the financial statements or related notes. 3. Exhibits 127 122 MDU Resources Group, Inc. Form 10-K Index Part IV MDU RESOURCES GROUP, INC. Schedule I - Condensed Financial Information of Registrant (Unconsolidated) Condensed Statements of Income and Comprehensive Income Years ended December 31, 2023 2022 2021 (In thousands) Operating revenues $ — $ — $ — Operating expenses 14,959 4,888 — Operating loss ( 14,959 ) ( 4,888 ) — Realized gain on tax-free exchange of the retained shares in Knife River 186,556 — — Interest expense 16,099 — — 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 Income from continuing operations 480,425 250,768 242,522 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 Comprehensive income $ 414,600 $ 377,910 $ 385,205 The accompanying notes are an integral part of these condensed financial statements. MDU Resources Group, Inc. Form 10-K 123 Index Part IV MDU RESOURCES GROUP, INC. Schedule I - Condensed Financial Information of Registrant (Unconsolidated) Condensed Balance Sheets December 31, 2023 2022 (In thousands, except shares and per share amounts) Assets Current assets: Cash and cash equivalents $ 33,039 $ 19,486 Receivables, net 6,568 4,410 Accounts receivable from subsidiaries 30,526 53,285 Prepayments and other current assets 8,261 3,237 Total current assets 78,394 80,418 Noncurrent assets Investments 37,722 50,206 Investment in subsidiaries 3,146,122 3,581,754 Notes receivable from subsidiaries 58,000 — Deferred income taxes 12,596 12,668 Operating lease right-of-use assets 31 72 Other 2,593 2,068 Total noncurrent assets 3,257,064 3,646,768 Total assets $ 3,335,458 $ 3,727,186 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 4,264 $ 2,354 Accounts payable to subsidiaries 3,435 4,402 Notes payable to subsidiaries 134,107 — Taxes payable 542 572 Dividends payable 25,461 45,246 Accrued compensation 9,651 4,312 Operating lease liabilities due within one year 25 42 Other accrued liabilities 8,008 17,907 Total current liabilities 185,493 74,835 Noncurrent liabilities: Long-term debt 189,048 — Operating lease liabilities 6 30 Other 55,678 65,192 Total noncurrent liabilities 244,732 65,222 Commitments and contingencies Stockholders' equity: Common stock Authorized - 500,000,000 shares, $ 1.00 par value Shares issued - 203,689,090 at December 31, 2023 and 204,162,814 at December 31, 2022 203,689 204,163 Other paid-in capital 1,466,235 1,466,037 Retained earnings 1,253,693 1,951,138 Accumulated other comprehensive loss ( 18,384 ) ( 30,583 ) Treasury stock at cost - 538,921 shares at December 31, 2022 — ( 3,626 ) Total stockholders' equity 2,905,233 3,587,129 Total liabilities and stockholders' equity $ 3,335,458 $ 3,727,186 The accompanying notes are an integral part of these condensed financial statements. 124 MDU Resources Group, Inc. Form 10-K Index Part IV MDU RESOURCES GROUP, INC. Schedule I - Condensed Financial Information of Registrant (Unconsolidated) Condensed Statements of Cash Flows Years ended December 31, 2023 2022 2021 (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: Investments in and advances to subsidiaries ( 476,000 ) ( 45,000 ) ( 102,000 ) Investments 7,422 ( 885 ) ( 391 ) 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 ( 952 ) — — Proceeds from issuance of common stock — ( 149 ) 88,767 Dividends paid ( 161,316 ) ( 176,915 ) ( 171,354 ) Repurchase of common stock ( 2,270 ) ( 3,525 ) ( 2,992 ) Tax withholding on stock-based compensation ( 1,471 ) ( 2,398 ) ( 1,949 ) 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 ) Cash and cash equivalents - beginning of year 19,486 6,159 8,781 Cash and cash equivalents - end of year $ 33,039 $ 19,486 $ 6,159 The accompanying notes are an integral part of these condensed financial statements. MDU Resources Group, Inc. Form 10-K 125 Index Part IV Notes to Condensed Financial Statements Note 1 - Summary of Significant Accounting Policies Basis of presentation The condensed financial information reported in Schedule I is being presented to comply with Rule 12-04 of Regulation S-X. The information is unconsolidated and is presented for the parent company only, MDU Resources Group, Inc. (the Company) as of and for the years ended December 31, 2023, 2022 and 2021. In Schedule I, investments in subsidiaries are presented under the equity method of accounting where the assets and liabilities of the subsidiaries are not consolidated. The investments in net assets of the subsidiaries are recorded on the Condensed Balance Sheets. 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 debt and equity securities. The consolidated financial statements of the Company reflect certain businesses as discontinued operations. These statements should be read in conjunction with the consolidated financial statements and notes thereto of the Company. Earnings per common share Please refer to the Consolidated Statements of Income of the registrant for earnings per common share. In addition, see Item 8 - Note 2 for information on the computation of earnings per common share. 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. Note 3 - Dividends The Company depends on earnings and dividends from its subsidiaries to pay dividends on common stock. Cash dividends paid to the Company by subsidiaries were $ 165.5 million, $ 242.1 million and $ 188.1 million for the years ended December 31, 2023, 2022 and 2021, respectively. 126 MDU Resources Group, Inc. Form 10-K Index Part IV Exhibits Incorporated by Reference Exhibit Number Exhibit Description Filed Herewith Form Period Ended Exhibit Filing Date File Number *2(a) 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-K 3.2 5/8/19 1-03480 3(b) Amended and Restated Bylaws of MDU Resources Group, Inc. 8-K 3.1 2/15/19 1-03480 4(a) Indenture, dated as of December 15, 2003, between MDU Resources Group, Inc. and The Bank of New York, as trustee S-8 4(f) 1/21/04 333-112035 4(b) First Supplemental Indenture, dated as of November 17, 2009, between MDU Resources Group, Inc. and the Bank of New York Mellon, as trustee 10-K 12/31/09 4(c) 2/17/10 1-03480 **4(c) 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(d) Montana-Dakota Utilities Co. Note Purchase Agreement, dated July 24, 2019, among Montana-Dakota Utilities Co. and various purchasers of the notes 10-Q 9/30/19 4(a) 11/1/19 1-03480 4(e) 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(f) 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-K 12/31/22 4(h) 2/24/23 1-03480 **10(a) 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 10(b) 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 10(c) 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 **10(d) 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 **10(e) 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 **10(f) 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(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(i) Deferred Compensation Plan for Directors, as amended May 15, 2008 10-Q 6/30/08 10(a) 8/7/08 1-03480 +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(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 MDU Resources Group, Inc. Form 10-K 127 Index Part IV 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 8-K 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(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(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 +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(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(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(t) Form of Amendment No. 1 to Indemnification Agreement, dated May 15, 2014 8-K 10.2 5/15/14 1-03480 +10(u) MDU Resources Group, Inc. Section 16 Officers and Directors with Indemnification Agreements Chart, as of February 14, 2024 X +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(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(x) MDU Resources Group, Inc. Deferred Compensation Plan Document, dated November 12, 2020 8-K 10.2 11/12/20 1-03480 +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(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 10-Q 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(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(ad) Fifth Amendment to MDU Resources Group, Inc. 401(k) Retirement Plan, as amended December 28, 2022 10-K 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 X +10(af) Seventh Amendment to MDU Resources Group, Inc. 401(k) Retirement Plan, as amended August 23 , 2023 X +10(ag) Eighth Amendment to MDU Resources Group, Inc. 401(k) Retirement Plan, as amended January 1, 2024 X +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(ai) Jason L. Vollmer Offer Letter, dated September 20, 2017 8-K 10.1 9/21/17 1-03480 128 MDU Resources Group, Inc. Form 10-K Index Part IV 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(ak) David C. Barney Offer Letter, dated February 17, 2023 10-K 12/31/22 10(ab) 2/24/23 1-03480 +10(al) MDU Resources Group, Inc. Change in Control Severance Plan 8-K 10.1 2/21/24 1-03480 21 Subsidiaries of MDU Resources Group, Inc. X 23 Consent of Independent Registered Public Accounting Firm X 31(a) Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31(b) 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 +97 Incentive Compensation Recovery Policy 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 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 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. A copy of any omitted schedule and/or exhibit will be furnished as a supplement to the SEC upon request. + Management contract, compensatory plan or arrangement. MDU Resources Group, Inc. agrees to furnish to the SEC upon request any instrument with respect to long-term debt that MDU Resources Group, Inc. has not filed as an exhibit pursuant to the exemption provided by Item 601(b)(4)(iii)(A) of Regulation S-K. Item 16. Form 10-K Summary None. MDU Resources Group, Inc. Form 10-K 129 Index Part IV 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. MDU Resources Group, Inc. Date: February 22, 2024 By: /s/ Nicole A. Kivisto Nicole A. Kivisto (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/ Nicole A. Kivisto Chief Executive Officer and Director February 22, 2024 Nicole A. Kivisto (President and Chief Executive Officer) /s/ Jason L. Vollmer Chief Financial Officer February 22, 2024 Jason L. Vollmer (Vice President, Chief Financial Officer and Treasurer) /s/ Stephanie A. Sievert Chief Accounting Officer February 22, 2024 Stephanie A. Sievert (Vice President, Chief Accounting Officer and Controller) /s/ Dennis W. Johnson Director February 22, 2024 Dennis W. Johnson (Chair of the Board) /s/ Darrel T. Anderson Director February 22, 2024 Darrel T. Anderson /s/ James H. Gemmel Director February 22, 2024 James H. Gemmel /s/ David L. Goodin Director February 22, 2024 David L. Goodin /s/ Dale S. Rosenthal Director February 22, 2024 Dale S. Rosenthal /s/ Edward A. Ryan Director February 22, 2024 Edward A. Ryan /s/ David M. Sparby Director February 22, 2024 David M. Sparby /s/ Chenxi Wang Director February 22, 2024 Chenxi Wang 130 MDU Resources Group, Inc. Form 10-K