What changed in this filing

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Item 1A. Risk Factors

2026-02-20 compared with 2025-02-20 · 121 added, 70 removed, 298 unchanged (39% of the section changed)

5 unchanged sentences

The Company is subject to government regulations that may have a negative impact on its business and its results of operations and cash flows.

Statutory and regulatory requirements also may limit another party's ability to acquire the Company or impose conditions on an acquisition of or by the Company.

The Company's businesses are subject to comprehensive regulation by federal, state and local regulatory agencies with respect to, among other things, allowed rates of return and recovery of investments and costs;

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recovery of fuel, purchased power and purchased natural gas costs;

and construction and siting of generation and transmission facilities.

These governmental regulations significantly influence the Company's operating environment and may affect its ability to recover costs from its customers.

carbon compliance obligations costs;

and construction and siting of generation, distribution and transmission facilities.

These governmental regulations significantly influence the Company's operating environment and may, among other things, affect its ability to recover costs from its customers.

The Company is unable to predict the impact on operating results from future regulatory activities of any of these agencies.

Changes in regulations or the imposition of additional regulations could have an adverse impact on the Company's results of operations and cash flows.

Changes in regulations or the imposition of additional regulations could also have an adverse impact on the Company's results of operations and cash flows.

MDU Resources Group, Inc.

In the normal course of business, the Company often places assets in service and establishes historical test periods before rate cases that seek to adjust customer rates and the Company's allowed rate of return to recover those investments can be filed for.

The rate case review policy varies by jurisdiction in which the Company operates and is as long as eleven months in certain states.

Because of this process, the Company could have assets placed in service without the benefit of rate relief, commonly referred to as regulatory lag.

In certain jurisdictions, regulatory authorities have approved various infrastructure and annual rate adjustment mechanisms to effectively reduce regulatory lag inherent in the rate making process.

Regulatory lag could significantly increase if the regulatory authorities modify or terminate these rate mechanisms.

There can be no assurance that applicable regulatory commissions will determine that the Company's costs have been prudent, which could result in the disallowance of costs in setting rates for customers.

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Rising fuel costs could increase the risk that the utility businesses will not be able to fully recover those fuel costs from customers.

Approval from federal and state regulatory agencies would be needed for acquisition of the Company, as well as for certain acquisitions by the Company.

The approval process could be lengthy and the outcome uncertain, which may deter potential acquirers from approaching the Company or impact the Company's ability to pursue acquisitions.

Economic volatility affects the Company's operations, as well as the demand for its products and services.

The utility operates under franchise agreements granted by municipalities, which allow the Company to access public rights-of-way and provide utility services within city boundaries.

These agreements typically require renewal every set number of years and risks include items such as potential non-renewal and renegotiation which could result in less favorable terms, additional fees or new operational obligations.

Failure to obtain or renew franchise agreements on acceptable terms could materially affect the Company's ability to serve its customers in those jurisdictions.

Economic volatility affects the Company's operations, as well as the demand for its services.

Economic conditions and population growth affect the electric and natural gas distribution businesses' growth in service territory, customer base and usage demand.

Economic volatility in the markets served, along with economic conditions such as increased unemployment which could impact the ability of the Company's customers to make payments, could adversely affect the Company's results of operations, cash flows and asset values.

Economic volatility in the markets served, along with economic conditions such as increased customer rates and unemployment which could impact the ability of the Company's customers to make payments, could adversely affect the Company's results of operations, cash flows and asset values.

Further, any material decreases in customers' energy demand, for economic or other reasons, could have an adverse impact on the Company's earnings and results of operations.

18 MDU Resources Group, Inc.

Demand for energy from high volume customers may impact the Company's business.

The ability to serve significant new commercial or industrial customers, including data centers and significant pipeline projects, may require certain regulatory approvals, and the activities and related costs could be significant.

The inability or delays in obtaining regulatory approvals or securing necessary infrastructure to support such projects, due to supply chain risk, operational risk, or other factors, may impact the Company's ability, or the cost, to provide energy to new customers.

The contract rates may not fully recover the costs, the contracts may increase counterparty credit risk, and the costs to provide service may be higher than expected.

The addition of high volume customers or multiple customers serving the same industry, such as data center load, may increase the concentration of sales and increase revenue and earnings volatility.

Additionally, demand for electricity associated with data center expansion could lead to an increase in demand for electric power in the MISO and in the Company's service territory, which could lead to an increase in generation capacity and grid infrastructure needed and could impact prices for customer energy purchased on the MISO market.

Alternatively, this rapid expansion of data centers and resulting increase in demand for electric power may not develop as planned.

The Company's operations involve risks that may result from catastrophic events.

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Losses not fully covered by insurance could have an adverse effect on the Company’s financial position, results of operations and cash flows.

22 MDU Resources Group, Inc.

A disruption of the regional electric transmission grid, local distribution infrastructure or interstate natural gas infrastructure could negatively impact the Company's business and reputation.

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Because the Company's electric and natural gas utility and pipeline systems are part of larger interconnecting systems, any attacks on the interconnected systems or the Company's infrastructure causing a disruption could result in a significant decrease in revenues and an increase in system repair costs negatively impacting the Company's financial position, results of operations and cash flows.

Liabilities from wildfires could have a negative impact on the Company's operations or financial performance, and the Company's protocols may not prevent such liability.

The Company invests resources on initiatives designed to mitigate wildfire risks;

however, the potential for a wildfire event exists even when effective mitigation procedures are followed.

Despite the Company's wildfire mitigation initiatives, a wildfire could be ignited, spread and cause damages, which would subject the Company to significant liability.

Other potential risks associated with wildfires include the inability to secure sufficient insurance coverage, uninsured losses or losses in excess of current insurance coverage, increased costs of insurance, damage to the Company's reputation, regulatory recovery risk, litigation risk, the potential for a credit downgrade or the inability to access capital markets on reasonable terms.

The Company’s insurance policies have limits and exclusions that may not fully mitigate losses, and an increase in cost, or the unavailability or cancellation of third-party insurance coverages, would increase the Company’s overall risk exposure.

The Company maintains insurance coverages from third party insurers as part of its overall risk management strategy and most of its customer contracts require the Company to maintain specific insurance coverage limits.

The Company maintains insurance coverages from third party insurers as part of its overall risk management strategy and most of its contracts require the Company to maintain specific insurance coverage limits.

The Company maintains insurance policies with respect to workers’ compensation, auto liability, general liability, excess liability, contractors pollution liability, legal liability, professional liability, directors and officers liability, employment practices liability, cyber policy, terrorism, property and other types of coverages, but these policies are subject to deductibles and the Company is self-insured up to the amount of those deductibles.

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If the Company's risk exposure increases as a result of adverse changes in its insurance coverage, the Company could be subject to increased liabilities that could negatively affect its business, financial condition, results of operations and cash flows.

MDU Resources Group, Inc.

In addition, the Company performs work in hazardous environments and its employees are exposed to a number of hazards.

1 unchanged sentence

In locations or environments where claims have become more frequent or severe in recent years, insurance may become difficult or impossible to obtain.

The Company's contracts may require it to indemnify its customers, project owners and other parties for injury, damage or loss arising out of the Company's presence at its customers’ location, or in the performance of the Company's work, in both cases regardless of fault, and provide for warranties of materials and workmanship.

The Company also may be required to name the customer and others as an additional insured party under its insurance policies.

The Company's contracts may require it to indemnify other parties for injury, damage or loss arising out of the Company's presence at its customers’ location, or in the performance of the Company's work, in both cases regardless of fault, and provide for warranties of materials and workmanship.

The Company also may be required to name other parties as an additional insured party under its insurance policies.

The Company maintains limited insurance coverage against these and other risks associated with its business.

1 unchanged sentence

Any future damages caused by the Company's services that are not covered by insurance or are in excess of policy limits could negatively affect its business, financial condition, results of operations and cash flows.

MDU Resources Group, Inc.

The Company is subject to capital market, debt and interest rate risks.

The Company's operations require significant capital investment.

Consequently, the Company relies on financing sources and capital markets as sources of liquidity for capital requirements not satisfied by cash flows from operations.

The Company is subject to capital market, debt, and interest rate risks and may be unable to obtain the financing required at acceptable terms, or at all.

The Company's operations and growth plans require significant capital investment.

Consequently, the timing, magnitude, and sources of capital required may exceed cash flows from operations and, as such, the Company relies on financing sources and capital markets as sources of liquidity for capital requirements and may require non-traditional financing sources, such as partnerships.

If the Company is not able to access capital at competitive rates, the ability to implement business plans, make capital expenditures or pursue acquisitions the Company would otherwise rely on for future growth may be adversely affected.

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The issuance of a substantial amount of the Company's common stock, whether issued in connection with an acquisition or otherwise, would have a dilutive effect on stockholders, and such an issuance, or perception that such an issuance may occur, could adversely affect the market price of the Company's common stock.

The Company's stock price may be volatile and the value of its common stock may decline.

The market price of the Company’s common stock may be volatile and may fluctuate or decline as a result of a variety of factors, some of which are beyond its control, including without limitation actual or anticipated fluctuations in its financial condition or results of operations;

variance in its financial performance from the expectations of securities analysts which may result in securities analysts issuing unfavorable research about the Company;

changes in the Company’s projected operating and financial results;

significant data breaches;

material litigation;

future sales of the Company’s common stock by the Company or its stockholders, or the perception that such sales may occur;

changes in senior management or key personnel;

the trading volume of the Company’s common stock;

changes in the anticipated future size and growth rate of its service territories;

and general macroeconomic, geopolitical, and market conditions beyond the Company’s control.

Broad market and industry fluctuations, as well as general economic, political, regulatory, and market conditions, such as recessions, or interest rate changes, may also negatively affect the market price of the Company’s common stock.

In the past, companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation.

The Company may be the target of this type of litigation in the future, which could result in substantial expenses and divert management’s attention.

Significant changes in prices for commodities, labor, or other production and delivery inputs and other environmental compliance costs could negatively affect the Company's businesses.

The Company's operations are exposed to fluctuations in prices for labor, petroleum products, raw materials and services.

The Company's operations are exposed to fluctuations in prices for labor, petroleum products, raw materials and services, pipeline transportation charges, and costs of credits for carbon allowance programs.

Prices are generally subject to change in response to fluctuations in supply and demand and other general economic and market conditions beyond the Company's control.

24 MDU Resources Group, Inc.

Fluctuations in oil and natural gas production, supplies and prices;

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Increased labor costs, due to labor shortages, competition from other industries, or other factors, could negatively affect the Company's results of operations.

20 MDU Resources Group, Inc.

In 2024, 2023 and 2022, the Company experienced elevated commodity and supply chain costs including the costs of labor, raw materials, energy-related products and other inputs used in the production and distribution of its products and services.

In 2025, 2024 and 2023, the Company experienced elevated commodity and supply chain costs at varying degrees over the 3-year timeframe, including the costs of labor, raw materials, energy-related products and other inputs used for constructing the facilities the Company uses to provide its services.

If environmental compliance costs increase significantly, customer demand could decline for the natural gas distribution segment, which could impact the Company’s results of operations and cash flows.

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Delays in the collection of environmental compliance costs, as compared to expenditures for environmental compliance costs, could also negatively impact the Company’s cash flows.

The Company's operations could be negatively impacted by import tariffs and/or other government mandates.

The Company's operations could be negatively impacted by import tariffs, changes in trade policy, and/or other government mandates.

The Company operates in or provides services to capital intensive industries in which federal trade policies could significantly impact the availability and cost of materials.

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Prolonged lead times on the delivery of raw materials and further tariff increases on raw materials and finished products could adversely affect the Company's business, financial condition and results of operations.

Reductions in the Company's credit ratings could increase financing costs.

The United States government has implemented changes, and may do so again, to trade policy and introduced tariffs on a range of products from certain countries, in addition to applying baseline tariffs on imports from most countries.

These actions have created uncertainty in global markets and have increased and may continue to increase the cost of raw materials, commodities, supplies and equipment purchased by the Company.

Additionally, the tariff and trade policy changes could cause supply chain disruptions and delays in sourcing materials and equipment which could delay large capital projects and negatively impact the Company's financial condition and results of operations.

If the Company's regulators do not determine the increased costs are prudent, or otherwise disallow certain costs, it could impact the Company's ability to recover the cost increases through rates or on a timely basis, which could adversely affect the Company's financial condition and results of operations.

Reductions in the Company's credit ratings or inability to obtain a credit rating could increase financing costs.

There is no assurance the Company's current credit ratings, or those of its subsidiaries, will remain in effect or that a rating will not be lowered or withdrawn by a rating agency.

Events affecting the Company's financial results may impact its cash flows and credit metrics, potentially resulting in a change in the Company's credit ratings.

The Company's credit ratings may also change as a result of the differing methodologies or changes in the methodologies used by the rating agencies.

Events affecting the Company's, including its subsidiaries', financial results may impact its cash flows and credit metrics, potentially resulting in a change in the Company's or its subsidiaries' credit ratings.

The Company's or its subsidiaries' credit ratings may also change as a result of the differing methodologies or changes in the methodologies used by the rating agencies.

MDU Resources Group, Inc.

Increasing costs associated with health care plans and changes in employment laws or regulations may adversely affect the Company's results of operations.

1 unchanged sentence

Increasing quantities of large individual health care claims and an overall increase in total health care claims could have an adverse impact on operating results, financial position and liquidity.

Complying with any new legislation and regulation at both the federal and state level related to health care, unemployment tax rates and workers' compensation rates, among others, could adversely affect the Company's results of operations as well change the Company's benefit program and costs.

Complying with any new legislation and regulation at both the federal and state levels related to health care, unemployment tax rates and workers' compensation rates, among others, could adversely affect the Company's results of operations as well as change the Company's benefit program and costs.

The Company is exposed to risk of loss resulting from the nonpayment and/or nonperformance by the Company's customers and counterparties .

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Significant changes to corporate tax rates could result in the impairment of deferred tax assets that are established based on existing law at the time of deferral.

administration has introduced uncertainty regarding the continuation of the IRA and a potential shift in federal energy policies regarding clean energy projects.

Changes in regulations that impact the value of various tax credits, including production tax credits could change the economics of resources and the resource selection could impact current and/or future projects for the electric generation business and the development of other renewable energy projects, such as RNG.

Such actions could adversely affect the Company's ability to secure tax credits and other incentives that support the development of renewable energy projects.

The electric business owns and operates renewable energy generating facilities.

These facilities generate production tax credits used to reduce the Company's federal income tax liability.

The amount of production tax credits earned depends on the date the qualifying generating facilities are placed in service and various operating and economic factors, including facility generation, transmission constraints, and wind production.

These factors could impact the level of production tax credits.

Regulation incorporates changes in tax law into the rate-setting process, which could create timing delays before the impact of changes are realized.

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These changes could impact the assumptions and negatively affect the value of assets held in the Company's pension and other postretirement benefit plans and may increase the amount and accelerate the timing of required funding contributions for those plans.

MDU Resources Group, Inc.

Operational Risks

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The costs associated with compliance with PHMSA rules related to pipeline integrity and other similar programs, maintaining the aging infrastructure and capital expenditures for new or replacement infrastructure could cause rate volatility and/or regulatory lag in some jurisdictions.

If, at the end of its life, the investment costs of a facility have not been fully recovered, the Company may be adversely affected if commissions do not allow such costs to be recovered in rates.

If, at the end of its life, the investment costs of a facility have not been fully recovered, the Company may be adversely affected if regulatory commissions do not allow such costs to be recovered in rates.

Such impacts of aging infrastructure could adversely affect the Company’s results of operations and cash flows.

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The occurrence of any of these events could adversely affect the Company’s results of operations, financial position and cash flows.

26 MDU Resources Group, Inc.

The Company's utility and pipeline operations are subject to planning risks.

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These changes could also result in a stranded investment if the Company is unable to fully recover the costs of its investments.

The Company's inability to implement its long-term strategic plan may adversely affect future results.

The Company’s ability to successfully implement and execute its long-term strategic plan is dependent on many factors.

The Company’s strategies may require significant capital investment and management attention.

If the Company cannot successfully execute its strategic growth initiatives or if the long-term plan does not adequately address the challenges or opportunities the Company faces, its financial condition and results of operations may be adversely affected.

Additionally, failure to meet stockholder expectations, particularly with respect to financials, cost-cutting programs, operating margins, and earnings per share, could result in volatility in the market value of the Company’s stock.

The Company could be subject to penalties, reputational harm, and operational changes if it violates mandatory reliability and security requirements.

The Company is subject to potentially adverse publicity as a result of the reliability of the Company’s services and how quickly the Company responds to certain outages.

Adverse publicity could have a negative impact on the Company’s reputation as well as the way that state legislatures, utility commissions and other regulatory authorities view the Company and/or lead to less favorable legislative and regulatory outcomes or increased regulatory oversight.

The imposition of any of the foregoing on the Company as a result of its actual or alleged failure to comply with reliability and security requirements could have a negative effect on the Company’s results of operations and financial condition.

The regulatory approval, permitting, construction, startup, and/or operation of pipelines, power generation and transmission facilities may involve unanticipated events, delays, and unrecoverable costs.

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breakdown or failure of equipment;

inability to obtain required governmental permits and approvals;

inability to obtain or remain in compliance with required governmental permits and approvals;

inability to obtain or renew easements;

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the risk of performance below expected levels of output or efficiency;

and the inability to obtain full cost recovery in regulated rates.

Such unanticipated events could negatively impact the Company's business, its results of operations and cash flows.

the inability to obtain full cost recovery in regulated rates;

and the inability to recover preliminary costs incurred prior to receiving regulatory approval.

Such unanticipated events could negatively impact the Company's ability to execute on its capital plan, its business, and its results of operations and cash flows.

Operating or other costs required to comply with current or potential pipeline safety regulations and potential new regulations under various agencies could be significant.

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price increases from suppliers or manufacturers;

or inability to source needed materials, which have occurred and could reoccur, could adversely affect the Company’s capital expenditure programs, results of operations, financial condition and cash flows.

22 MDU Resources Group, Inc.

or inability to source needed materials, which have occurred and could reoccur, could adversely affect the Company’s capital expenditure programs, growth plans, results of operations, financial condition and cash flows.

Joint ownership of coal-fired generation facilities could impact the Company’s ability to manage changing regulations and economic conditions.

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Such a determination could impact the Company’s ability to effectively manage these changing conditions to meet its strategic objectives and could adversely impact its financial condition, results of operations and liquidity.

MDU Resources Group, Inc.

Environmental and Regulatory Risks

The Company's operations could be adversely impacted by severe weather.

Severe weather events, such as tornadoes, fires, rain, drought, ice and snowstorms, and high and low temperature extremes, occur in regions in which the Company operates and maintains infrastructure.

The Company's operations could be adversely impacted by severe weather and changing weather patterns.

Changing weather patterns and severe weather events, such as tornadoes, fires, rain, drought, ice and snowstorms, and high and low temperature extremes, occur in regions in which the Company operates and maintains infrastructure.

Climate change could change the frequency and severity of these weather events, which may create physical and financial risks to the Company.

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The Company has faced and may continue to face stakeholder scrutiny related to ESG matters.

Certain stakeholders of the Company, such as investors, customers, employees and lenders, have increased their scrutiny of the impacts and social cost associated with ESG matters, including climate change.

Certain stakeholders of the Company, such as investors, customers, employees, and lenders, have increased their scrutiny of the impacts and social cost associated with ESG matters, including climate change and certain stakeholders may hold divergent opinions on these issues.

Certain states and customers are seeking cleaner energy sources and may demand alternatives to traditional energy sources.

If state or customer sentiment shifts more rapidly than expected, the Company may face reduced demand for its existing services or be pressured to offer new low-carbon solutions.

Decarbonization policies on building electrification initiatives could slow or reduce future customer additions in the Company's service territories.

Jurisdictions pursuing aggressive GHG reduction strategies may adopt building codes or incentive structures that discourage new natural gas hookups, potentially impacting the Company's long-term growth assumptions.

Concern that GHG emissions contribute to global climate change has led to international, federal, state and local legislative and regulatory proposals to reduce or mitigate the effects of GHG emissions.

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Significant reductions in demand for the Company's services as a result of increased costs or emissions limitations could also adversely impact the results of operations and cash flows.

MDU Resources Group, Inc.

Due to the uncertain availability of technologies to control GHG emissions and the unknown obligations that potential GHG emission legislation or regulations may create, the Company cannot determine the potential financial impact on its operations.

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Such efforts, if successfully directed at the Company, could increase the costs of or access to capital or insurance and interfere with business operations and ability to make capital expenditures.

Ownership of the Company's Common Stock Risks

Statutory, legal, and regulatory requirements may limit another party's ability to acquire the Company or impose conditions on an acquisition of or by the Company.

Approval from federal and state regulatory agencies would be needed for acquisition of the Company, as well as for certain acquisitions by the Company.

The approval process could be lengthy and the outcome uncertain, which may deter potential acquirers from approaching the Company or impact the Company's ability to pursue acquisitions.

The Company’s amended and restated certificate of incorporation, bylaws, and Delaware law each contain provisions that may discourage or delay an acquisition of the Company, which could decrease the trading price of the Company’s common stock.

The Company’s amended and restated certificate of incorporation, bylaws, and Delaware law each contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids more expensive to the acquirers and to encourage prospective acquirers to negotiate with the Company’s board of directors rather than attempt a hostile takeover of the Company.

These provisions include rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings and the right of the Company’s board of directors to issue preferred stock without stockholder approval.

In addition, Section 203 of the Delaware General Corporation Law may discourage, delay, or prevent a change in control of the Company.

Any delay or prevention of a change of control or change in management that stockholders might otherwise consider to be favorable could cause the market price of the Company’s common stock to decline.

The Company's stock price may be volatile and the value of its common stock may decline.

variance in its financial performance from the expectations of securities analysts which may result in securities analysts issuing unfavorable research about the Company;

changes in the Company’s projected operating and financial results;

significant data breaches;

material litigation;

future sales of the Company’s common stock by the Company or its stockholders, or the perception that such sales may occur;

changes in senior management or key personnel;

the trading volume of the Company’s common stock;

changes in the anticipated future size and growth rate of its service territories;

and general macroeconomic, geopolitical, and market conditions beyond the Company’s control.

In the past, companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation.

The Company may be the target of this type of litigation in the future, which could result in substantial expenses and divert management’s attention.

In addition, the Company enters into equity FSAs from time to time under which the Company may, at its election and subject to customary conditions, settle all or a portion of the agreements by physical delivery of shares of its common stock in exchange for cash proceeds, net share settlement, or cash settlement.

Equity FSA's can expose the Company to risks associated with fluctuations in the market price of its common stock and certain forward-price adjustment factors, which may reduce the net proceeds the Company ultimately receives or increase its settlement obligation.

These agreements also expose the Company to counterparty and timing risks and there can be no assurance that settling the agreements will ultimately prove to be beneficial to the Company's stockholders.

30 MDU Resources Group, Inc.

The Company's inability to implement its long-term strategic plan may adversely affect future results.

The Company’s ability to successfully implement and execute its long-term strategic plan is dependent on many factors.

The Company’s strategies may require significant capital investment and management attention.

If the Company cannot successfully execute its strategic growth initiatives, its capital investment plan, or if the long-term plan does not adequately address the challenges or opportunities the Company faces, its financial condition and results of operations may be adversely affected.

The Company is a holding company and relies on cash from its subsidiaries to pay dividends.

The Company depends on earnings, cash flows and dividends from its subsidiaries to pay dividends on its common stock.

Regulatory, contractual and legal limitations, as well as their capital requirements, affect the ability of the subsidiaries to pay dividends to the Company and thereby could restrict or influence the Company's ability or decision to pay dividends on its common stock, which could adversely affect the Company's stock price.

The Company may face risks associated with stockholder activism.

Publicly-traded companies are subject to campaigns by stockholders advocating corporate actions related to matters, such as corporate governance, operational practices, and strategic direction.

The Company has, and may again in the future, become subject to such stockholder activity and demands.

Such activities could interfere with its ability to execute its business plans, affect the allocation of capital, be costly and time-consuming, disrupt operations, and divert the attention of management, any of which could have an adverse effect on the Company’s business or stock price.

The Company's businesses are seasonal and subject to weather conditions that could adversely affect the Company's operations, revenues, and cash flows.

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Where weather normalization mechanisms are in place, there is no assurance the Company will continue to receive such regulatory protection from adverse weather in future rates.

24 MDU Resources Group, Inc.

Adverse weather conditions, which have occurred and may reoccur, such as heavy or sustained rainfall or snowfall, droughts, storms, wind and colder weather may affect ongoing operation and maintenance and construction activities for the electric and natural gas transmission and distribution businesses.

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The Company's businesses are subject to competition.

The electric utility and natural gas businesses also experience competitive pressures as a result of consumer demands, technological advances and other factors.

The electric utility and natural gas businesses experience competitive pressures as a result of consumer demands, technological advances, and other factors.

The pipeline business competes with several pipelines for access to natural gas supplies and for transportation and storage business.

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The Company must attract, develop and retain executive officers and other professional, technical and skilled labor forces with the skills and experience necessary to successfully manage, operate and grow the Company's businesses.

MDU Resources Group, Inc.

Due to the changing workforce dynamics and an insufficient number of qualified applicants to replace skilled employees as they retire and remote work opportunities, among other things, competition for these employees is high.

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As a result, the Company's ability to maintain productivity, relationships with customers, competitive costs, and quality services is limited by the ability to employ, retain and train the necessary personnel and could negatively affect the Company's results of operations, financial position and cash flows.

The Company is a holding company and relies on cash from its subsidiaries to pay dividends.

The Company depends on earnings, cash flows and dividends from its subsidiaries to pay dividends on its common stock.

MDU Resources Group, Inc.

Costs related to obligations under a MEPP could have a material negative effect on the Company's results of operations and cash flows.

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The Company could also incur an additional withdrawal liability if its withdrawal from the plan is determined by that plan to be part of a mass withdrawal.

The Company may face risks associated with stockholder activism.

Publicly-traded companies are subject to campaigns by stockholders advocating corporate actions related to matters, such as corporate governance, operational practices, and strategic direction.

The Company has, and may again in the future, become subject in the future to such stockholder activity and demands.

Technology disruptions or cyberattacks could adversely impact the Company's operations.

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These systems may be vulnerable to physical and cybersecurity failures or unauthorized access, due to hacking, human error, theft, sabotage, malicious software, ransomware, third-party compromise, acts of terrorism, acts of war, acts of nature or other causes.

Emerging artificial intelligence driven threats, such as biased outputs, artificial intelligence assisted phishing, deepfakes, and malicious use of generative artificial intelligence could further increase cybersecurity and operational risk.

Should a compromise or system failure occur, interdependencies to technology may disrupt the Company's ability to fulfill critical business functions.

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therefore, a cyber-related disruption in another operator’s system could negatively impact the Company's business.

The Company’s accounting systems and its ability to collect information and invoice customers for products and services could be disrupted.

The Company’s accounting systems and its ability to collect information and invoice customers for services could be disrupted.

If the Company’s operations are disrupted, it could result in decreased revenues and remediation costs that could adversely affect the Company's results of operations and cash flows.

The Company is subject to cybersecurity and privacy laws, regulations and security directives of many government agencies, including TSA, FERC and NERC.

32 MDU Resources Group, Inc.

The Company is subject to cybersecurity and privacy laws, regulations and security directives of many government agencies, including TSA, FERC, NERC, and state regulatory bodies.

NERC issues comprehensive regulations and standards surrounding the security of bulk power systems and continually updates these requirements, as well as establishing new requirements with which the utility industry must comply.

TSA cybersecurity directives for pipeline operators introduces heightened compliance obligations.

As these regulations evolve, the Company may experience increased compliance costs and may be at higher risk for violating these standards.

Experiencing a cybersecurity incident could cause the Company to be non-compliant with applicable laws and regulations, causing the Company to incur costs related to legal claims, proceedings and regulatory fines or penalties.

Additionally, costs incurred to comply with cybersecurity directives or to remediate a cybersecurity incident may not be fully recoverable through customer rates.

The SEC has adopted rules that require the Company to provide disclosures around cybersecurity risk management, strategy, and governance, as well as disclose the occurrence of material cybersecurity incidents.

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Third-party service providers that perform critical business functions for the Company or have access to sensitive information within the Company also may be vulnerable to security breaches and information technology risks that could adversely affect the Company.

26 MDU Resources Group, Inc.

The Company’s information systems experience ongoing and often sophisticated cyberattacks by a variety of sources with the apparent aim to breach the Company's cyber-defenses.

The Company may face increased cyber risk due to the increased use of employee-owned devices, work from home arrangements, and the separation of Everus.

The Company may face increased cyber risk due to the increased use of employee-owned devices, and work from home arrangements.

Such incidents could have a material adverse effect in the future as cyberattacks continue to increase in frequency and sophistication.

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The degree to which pandemics impact the Company depends on, among other things, federal, state and local mandates, actions taken by governmental authorities, availability, timing and effectiveness of vaccines being administered, and the pace and extent to which the economy recovers and operates under normal market conditions.

MDU Resources Group, Inc.

Separation Risks

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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 1A. Risk Factors