17 unchanged sentences
MDU Resources Group, Inc.
+Added: Form 10-K 107
Directors, Executive Officers and Corporate Governance
3 unchanged sentences
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: Equity Compensation Plan Information
−Removed: The following table includes information as of December 31, 2023, with respect to the Company's equity compensation plans:
−Removed: 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))
−Removed: Equity compensation plans approved by stockholders (1) 873,300 (2) $ — (3) 2,139,336 (4)(5)
−Removed: Equity compensation plans not approved by stockholders N/A N/A N/A
−Removed: Total 873,300 $ — 2,139,336
−Removed: (1) Consists of the Non-Employee Director Long-Term Incentive Compensation Plan and the Long-Term Performance-Based Incentive Plan.
−Removed: For more information, see Note 14.
−Removed: (2) Consists of restricted stock units.
−Removed: (3) No weighted average exercise price is shown for the restricted stock units or performance share awards because such awards have no exercise price.
−Removed: (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.
−Removed: (5) This amount includes 91,897 shares available for future issuance under the Non-Employee Director Long-Term Incentive Compensation Plan.
−Removed: The remaining information required by this item will be included in the Company's Proxy Statement, which is incorporated herein by reference.
+Added: The information required by this item will be included in the Company's Proxy Statement, which is incorporated herein by reference.
Certain Relationships and Related Transactions, and Director Independence
4 unchanged sentences
108 MDU Resources Group, Inc.
−Removed: Form 10-K 121
Exhibits, Financial Statement Schedules
19 unchanged sentences
MDU Resources Group, Inc.
+Added: Form 10-K 109
MDU RESOURCES GROUP, INC.
14 unchanged sentences
Income from continuing operations 181,073 330,117 117,252
−Removed: Equity in earnings (loss) of subsidiaries from discontinued operations ( 17,922 ) 125,726 135,609
+Added: Equity in earnings of subsidiaries from discontinued operations
+Added: 140,042 143,181 261,701
Discontinued operations, net of tax
4 unchanged sentences
110 MDU Resources Group, Inc.
−Removed: Form 10-K 123
MDU RESOURCES GROUP, INC.
7 unchanged sentences
Accounts receivable from subsidiaries 31,955 30,526
+Added: Taxes receivable
Prepayments and other current assets 3,210 8,261
14 unchanged sentences
Notes payable to subsidiaries
+Added: 198,035 134,107
Taxes payable — 542
5 unchanged sentences
Noncurrent liabilities:
−Removed: Long-term debt 189,048 —
+Added: Long-term debt, net of debt issuance costs
+Added: ( 536 ) 57,048
Operating lease liabilities 100 6
9 unchanged sentences
Accumulated other comprehensive loss ( 16,798 ) ( 18,384 )
−Removed: Treasury stock at cost - 538,921 shares at December 31, 2022
Total stockholders' equity 2,690,574 2,905,233
2 unchanged sentences
MDU Resources Group, Inc.
+Added: Form 10-K 111
MDU RESOURCES GROUP, INC.
12 unchanged sentences
Investments 2,253 7,422 ( 885 )
−Removed: Issuance of notes receivable
+Added: Repayment (issuance) of notes receivable
58,000 ( 58,000 ) —
7 unchanged sentences
Debt issuance costs
+Added: ( 401 ) ( 952 ) —
Proceeds from issuance of common stock ( 50 ) — ( 149 )
2 unchanged sentences
Tax withholding on stock-based compensation ( 1,729 ) ( 1,471 ) ( 2,398 )
−Removed: Net cash used in financing activities of continuing operations
+Added: Net cash provided by (used in) financing activities of continuing operations
( 163,119 ) 184,590 ( 182,987 )
+Added: Net cash provided by (used in) financing activities of discontinued operations
+Added: ( 132,000 ) 132,000 —
+Added: Net cash provided by (used in) financing activities
+Added: ( 295,119 ) 316,590 ( 182,987 )
Increase (decrease) in cash and cash equivalents ( 3,678 ) 13,553 13,327
3 unchanged sentences
112 MDU Resources Group, Inc.
−Removed: Form 10-K 125
Notes to Condensed Financial Statements
13 unchanged sentences
MDU Resources Group, Inc.
−Removed: 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.
−Removed: 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.
−Removed: At December 31, 2023, the Company had no amount outstanding.
−Removed: 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.
−Removed: The covenants also include certain restrictions on the sale of certain assets, loans and investments.
+Added: At December 31, 2023, the Company had no amount outstanding, which remained that way until this agreement matured and subsequently terminated in May 2024.
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.
4 unchanged sentences
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.
−Removed: On November 15, 2023, the Company paid down $ 185.0 million of this term loan.
−Removed: 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.
−Removed: The covenants also include certain restrictions on the sale of certain assets, loan and investments.
−Removed: 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.
−Removed: 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.
−Removed: At December 31, 2023, the Company had $ 190 million of long-term debt maturities for 2025.
+Added: On November 15, 2023, the Company paid down $ 185.0 million of the term loan agreement.
+Added: On November 1, 2024, the Company repaid its remaining outstanding balance of $ 190.0 million and the term loan agreement subsequently terminated.
+Added: The Company's repayment was funded by the Everus repayment of debt in connection with the separation.
+Added: Refer to Note 3 for additional information related to the repayment of debt associated with the Everus separation.
+Added: At December 31, 2024, the Company had no long-term debt maturities for 2025.
For more information on debt, see Item 8 - Note 10.
2 unchanged sentences
MDU Resources Group, Inc.
+Added: Form 10-K 113
Incorporated by Reference
2 unchanged sentences
8-K 2.1 6/1/23 1-03480
+Added: Separation and Distribution Agreement, dated as of October 31, 2024, by and between MDU Resources Group, Inc.
+Added: and Everus Construction Group, Inc.
+Added: 11/1/24 1-03480
3(a) Amended and Restated Certificate of Incorporation of MDU Resources Group, Inc.
8-K 3.2 5/8/19 1-03480
−Removed: 3(b) Amended and Restated Bylaws of MDU Resources Group, Inc.
+Added: 3(b) Bylaws of MDU Resources Group, Inc.
8-K 3.1 2/14/25 1-03480
−Removed: 4(a) Indenture, dated as of December 15, 2003, between MDU Resources Group, Inc.
+Added: MDU Resources Group, Inc.
+Added: Description of Securities
+Added: 10-K 12/31/19 4(g) 2/21/20 1-03480
+Added: 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
−Removed: 4(b) First Supplemental Indenture, dated as of November 17, 2009, between MDU Resources Group, Inc.
+Added: First Supplemental Indenture, dated as of November 17, 2009, between MDU Resources Group, Inc.
and the Bank of New York Mellon, as trustee
7 unchanged sentences
10-Q 9/30/19 4(a) 11/1/19 1-03480
−Removed: MDU Resources Group, Inc.
−Removed: Description of Securities Registered Pursuant to Section 12 of the Securities and Exchange Act of 1934
−Removed: 10-K 12/31/19 4(g) 2/21/20 1-03480
+Added: Montana-Dakota Utilities Co.
+Added: Note Purchase Agreement, dated July 11, 2024
+Added: 10-Q 6/30/24 4(a)
+Added: 8/8/24 1-03480
WBI Energy Transmission, Inc.
3 unchanged sentences
2/24/23 1-03480
−Removed: Transition Services Agreement, dated as of May 30, 2023, by and between Knife River Corporation and MDU Resources Group, Inc.
−Removed: 8-K 10.1 6/1/23 1-03480
+Added: WBI Energy Transmission, Inc.
+Added: Term Loan Agreement, dated April 1, 2024, among WBI Energy Transmission, Inc., Various Lenders, and U.S.
+Added: Bank National Association, as Administrative Agent
+Added: 10-Q 3/31/24 4(a)
+Added: 5/2/24 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
−Removed: Employee Matters Agreement, dated as of May 30, 2023, by and between Knife River Corporation and MDU Resources Group, Inc.
+Added: Tax Matters Agreement, dated as of October 31, 2024, by and between MDU Resources Group, Inc.
+Added: and Everus Construction Group, Inc.
8-K 10.2 11/1/24 1-03480
+Added: Employee Matters Agreement, dated as of October 31, 2024, by and between MDU Resources Group, Inc.
+Added: and Everus Construction Group, Inc.
+Added: 8-K 10.3 11/1/24 1-03480
+Added: **10(d) Transition Services Agreement, dated as of October 31, 2024, by and between MDU Resources Group, Inc.
+Added: and Everus Construction Group, Inc.
+Added: 8-K 10.1 11/1/24 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.
7 unchanged sentences
8-K 10.7 6/1/23 1-03480
−Removed: +10(g) MDU Resources Group, Inc.
+Added: 114 MDU Resources Group, Inc.
+Added: Incorporated by Reference
+Added: Exhibit Number Exhibit Description Filed Herewith Form Period Ended Exhibit Filing Date File Number
+Added: +10(h) 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
−Removed: +10(h) MDU Resource Group, Inc.
+Added: +10(i) MDU Resources Group, Inc.
Director Compensation Policy, as amended May 15, 2024
−Removed: 10-Q 6/30/22 10(b) 8/5/22 1-03480
−Removed: +10(i) Deferred Compensation Plan for Directors, as amended May 15, 2008
+Added: +10(j) Deferred Compensation Plan for Directors, as amended May 15, 2008
10-Q 6/30/08 10(a) 8/7/08 1-03480
−Removed: +10(j) Non-Employee Director Stock Compensation Plan, as amended May 12, 2011
+Added: +10(k) Non-Employee Director Stock Compensation Plan, as amended May 12, 2011
10-Q 6/30/11 10(a) 8/5/11 1-03480
−Removed: +10(k) MDU Resources Group, Inc.
+Added: +10(l) 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
−Removed: MDU Resources Group, Inc.
−Removed: Form 10-K 127
−Removed: Incorporated by Reference
−Removed: Exhibit Number Exhibit Description Filed Herewith Form Period Ended Exhibit Filing Date File Number
−Removed: +10(l) MDU Resources Group, Inc.
+Added: +10(m) MDU Resources Group, Inc.
Long-Term Performance-Based Incentive Plan, as amended February 15, 2024
10.2 2/21/24 1-03480
−Removed: +10(m) MDU Resources Group, Inc.
−Removed: Executive Incentive Compensation Plan, as amended November 12, 2020, and Rules and Regulations, as amended November 12, 2020
−Removed: 10-K 12/31/20 10(h) 2/19/21 1-03480
−Removed: +10(n) Form of Performance Share Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 11, 2021
−Removed: 10-K 12/31/20 10(l) 2/19/21 1-03480
−Removed: +10(o) Form of Performance Share Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 17, 2022
+Added: +10(n) MDU Resources Group, Inc.
+Added: Executive Incentive Compensation Plan, as amended February 13, 2025
+Added: +10(o) F orm of Performance Share Award Agreement (Absolute) under the Long-Term Performance-Based Incentive Plan, as amended
+Added: +10(p) Form of Performance Share Award Agreement (TSR) under the Long-Term Performance-Based Incentive Plan, as amended
+Added: +10(q) Restricted Stock Unit Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended
+Added: +10(r) 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
−Removed: +10(p) Restricted Stock Unit Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 11, 2021
−Removed: 10-K 12/31/20 10(n) 2/19/21 1-03480
−Removed: +10(q) Restricted Stock Unit Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 17, 2022
+Added: +10(s) 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
−Removed: +10(r) Restricted Stock Unit Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 16, 2023
+Added: +10(t) 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
−Removed: +10(s) Form of MDU Resources Group, Inc.
+Added: +10(u) 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
−Removed: +10(t) Form of Amendment No.
+Added: +10(v) Form of Amendment No.
1 to Indemnification Agreement, dated May 15, 2014
8-K 10.2 5/15/14 1-03480
−Removed: +10(u) MDU Resources Group, Inc.
−Removed: Section 16 Officers and Directors with Indemnification Agreements Chart, as of February 14, 2024
−Removed: +10(v) MDU Resources Group, Inc.
+Added: +10(w) 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
−Removed: +10(w) MDU Resources Group, Inc.
+Added: +10(x) 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
−Removed: +10(x) MDU Resources Group, Inc.
−Removed: Deferred Compensation Plan Document, dated November 12, 2020
−Removed: 8-K 10.2 11/12/20 1-03480
+10(y) MDU Resources Group, Inc.
−Removed: 401(k) Retirement Plan, as restated April 1, 2020
−Removed: 10-Q 3/31/20 10(a) 5/8/20 1-03480
−Removed: +10(z) First Amendment to MDU Resources Group, Inc.
−Removed: 401(k) Retirement Plan, as amended December 17, 2020
−Removed: 10-K 12/31/20 10(u)
−Removed: 2/19/21 1-03480
−Removed: +10(aa) Second Amendment to MDU Resources Group, Inc.
−Removed: 401(k) Retirement Plan, as amended January 1, 2021
−Removed: 3/31/21 10(a) 5/6/21 1-03480
−Removed: +10(ab) Third Amendment to MDU Resources Group, Inc.
−Removed: 401(k) Retirement Plan, as amended January 1, 2022
−Removed: 10-K 12/31/21 10(w) 2/23/22 1-03480
−Removed: +10(ac) Fourth Amendment to MDU Resources Group, Inc.
−Removed: 401(k) Retirement Plan, as amended August 17, 2022
−Removed: 10-Q 9/30/22 10(a) 11/3/22 1-03480
−Removed: +10(ad) Fifth Amendment to MDU Resources Group, Inc.
−Removed: 401(k) Retirement Plan, as amended December 28, 2022
−Removed: 12/31/22 10(w) 2/24/23 1-03480
−Removed: +10(ae) Sixth Amendment to MDU Resources Group, Inc.
−Removed: 401(k) Retirement Plan, as amended May 1, 2023
−Removed: +10(af) Seventh Amendment to MDU Resources Group, Inc.
−Removed: 401(k) Retirement Plan, as amended August 23 , 2023
−Removed: +10(ag) Eighth Amendment to MDU Resources Group, Inc.
−Removed: 401(k) Retirement Plan, as amended January 1, 2024
−Removed: +10(ah) Employment Letter for Jeffrey S.
−Removed: Thiede, dated May 16, 2013
−Removed: 10-K 12/31/13 10(ab) 2/21/14 1-03480
−Removed: +10(ai) Jason L.
−Removed: Vollmer Offer Letter, dated September 20, 2017
+Added: Deferred Compensation Plan Document, dated November 12, 2020
8-K 10.2 11/12/20 1-03480
−Removed: 128 MDU Resources Group, Inc.
−Removed: Incorporated by Reference
−Removed: Exhibit Number Exhibit Description Filed Herewith Form Period Ended Exhibit Filing Date File Number
−Removed: +10(aj) Cooperation Agreement, dated as of January 24, 2023, by and among Keith A.
+Added: +10(z) 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
−Removed: +10(ak) David C.
−Removed: Barney Offer Letter, dated February 17, 2023
−Removed: 12/31/22 10(ab)
−Removed: 2/24/23 1-03480
−Removed: +10(al) MDU Resources Group, Inc.
+Added: +10(aa) MDU Resources Group, Inc.
Change in Control Severance Plan
−Removed: 10.1 2/21/24 1-03480
+Added: 8-K 10.1 2/21/24 1-03480
+Added: I nsider Trading Policy
21 Subsidiaries of MDU Resources Group, Inc.
2 unchanged sentences
31(b) Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
+Added: MDU Resources Group, Inc.
+Added: Form 10-K 115
+Added: Incorporated by Reference
+Added: Exhibit Number Exhibit Description Filed Herewith Form Period Ended Exhibit Filing Date File Number
Certification of Chief Executive Officer and Chief Financial Officer furnished pursuant to 18 U.S.C.
1 unchanged sentence
+97 Incentive Compensation Recovery Policy
+Added: 10-K 12/31/23 97
+Added: 2/22/24 1-03480
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
6 unchanged sentences
* Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
−Removed: The Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted exhibits or schedules upon request;
−Removed: provided that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
+Added: The Company agrees to furnish supplementally to the SEC a copy of any omitted exhibits or schedules upon request;
+Added: provided that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act.
** Schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
1 unchanged sentence
schedule and/or exhibit will be furnished as a supplement to the SEC upon request.
+Added: *** Furnished herewith.
+ Management contract, compensatory plan or arrangement.
4 unchanged sentences
116 MDU Resources Group, Inc.
−Removed: 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.
9 unchanged sentences
Vollmer Chief Financial Officer February 20, 2025
−Removed: (Vice President, Chief Financial Officer and Treasurer)
+Added: (Chief Financial Officer)
/s/ Stephanie A.
Chief Accounting Officer February 20, 2025
−Removed: (Vice President, Chief Accounting Officer and Controller)
+Added: (Chief Accounting and Regulatory Affairs Officer)
/s/ Dennis W.
3 unchanged sentences
Director February 20, 2025
+Added: /s/ Vernon A.
Director February 20, 2025
+Added: /s/ Marian M.
Director February 20, 2025
−Removed: Rosenthal Director February 22, 2024
−Removed: /s/ Edward A.
−Removed: Ryan Director February 22, 2024
−Removed: Sparby Director February 22, 2024
+Added: /s/ Douglas W.
+Added: Director February 20, 2025
/s/ Chenxi Wang Director February 20, 2025
MDU Resources Group, Inc.
+Added: Form 10-K 117
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.