19 unchanged sentences
Directors, Executive Officers, and Corporate Governance
−Removed: 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 sections of the Company's Proxy Statement appearing under the captions "Proposal 1:
+Added: Election of Directors," "Governance," "Director Compensation," "Our Executive Officers," "Executive Compensation," and "Stockholder Ownership," which is incorporated herein by reference.
Executive Compensation
−Removed: 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 section of the Company's Proxy Statement appearing under the caption "Executive Compensation," which is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: The 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 sections of the Company's Proxy Statement appearing under the captions "Governance," "Proposal 3 - Approval of Amended and Restated LTIP," and "Stockholder Ownership," which is incorporated herein by reference.
Certain Relationships and Related Transactions, and Director Independence
−Removed: Information required by this item will be included in the Company's Proxy Statement, which is incorporated herein by reference.
+Added: Information required by this item will be included in the section of the Company's Proxy Statement appearing under the caption "Governance," which is incorporated herein by reference.
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.
−Removed: 34 ), will be included in the Company's Proxy Statement, which is incorporated herein by reference.
+Added: 34 ), will be included in the section of Company's Proxy Statement appearing under the caption "Proposal 4:
+Added: Ratification of Appointment of Our Independent Registered Public Accounting Firm," which is incorporated herein by reference.
116 MDU Resources Group, Inc.
28 unchanged sentences
Operating expenses ( 137 ) 4,416 9,668
−Removed: Operating loss ( 4,416 ) ( 9,668 ) ( 1,636 )
+Added: Operating income (loss)
+Added: 137 ( 4,416 ) ( 9,668 )
Realized gain on tax-free exchange of the retained shares in Knife River — — 186,556
6 unchanged sentences
Income from continuing operations 191,407 181,073 330,117
−Removed: Equity in earnings of subsidiaries from discontinued operations
+Added: Equity in (loss)/earnings of subsidiaries from discontinued operations
( 72 ) 140,042 143,181
20 unchanged sentences
Investment in subsidiaries 2,807,285 2,861,311
−Removed: Notes receivable from subsidiaries
Deferred income taxes 12,351 13,569
8 unchanged sentences
Notes payable to subsidiaries
−Removed: 198,035 134,107
−Removed: Taxes payable — 542
Dividends payable 28,614 26,511
47 unchanged sentences
( 705 ) ( 401 ) ( 952 )
−Removed: Proceeds from issuance of common stock ( 50 ) — ( 149 )
+Added: Costs of issuance of common stock
+Added: ( 79 ) ( 50 ) —
Dividends paid ( 108,244 ) ( 102,939 ) ( 161,316 )
27 unchanged sentences
MDU Resources Group, Inc.
−Removed: 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, which remained that way until this agreement matured and subsequently terminated in May 2024.
−Removed: 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.
+Added: On December 11, 2025, the Company amended and restated its $200.0 million revolving credit agreement to extend the maturity date from May 31, 2028 to December 11, 2030.
+Added: This amendment sets forth the terms and conditions under which the syndicate of lenders would make loans to or for the benefit of MDU Resources Group, Inc.
+Added: These terms and conditions outline the pricing level and applicable facility fee for borrowings or letters of credit under the agreement.
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.
1 unchanged sentence
The covenants also include certain restrictions on the sale of certain assets, loans and investments.
−Removed: At December 31, 2024, there were no amounts outstanding under the agreement.
+Added: At December 31, 2025, there was $32.9 million outstanding under the agreement.
+Added: At December 31, 2025, the Company had $32.9 million of long-term debt maturities for 2030.
+Added: For more information on debt, see Item 8 - Note 9.
+Added: 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.
+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 $375.0 million term loan agreement with a SOFR-based variable interest rate and a maturity date of May 31, 2025.
2 unchanged sentences
The Company's repayment was funded by the Everus repayment of debt in connection with the separation.
−Removed: Refer to Note 3 for additional information related to the repayment of debt associated with the Everus separation.
−Removed: At December 31, 2024, the Company had no long-term debt maturities for 2025.
−Removed: 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.
24 unchanged sentences
Amended and Restated Credit Agreement, dated December 11, 2025, among Montana-Dakota Utilities Co., various lenders, and Wells Fargo Bank, National Association, as Administrative Agent
−Removed: 10-K 12/31/19 4(d) 2/21/20 1-03480
Montana-Dakota Utilities Co.
6 unchanged sentences
8/8/24 1-03480
−Removed: WBI Energy Transmission, Inc.
−Removed: Second Amendment and Restatement Note Purchase and Private Shelf Agreement, effective as of December 22, 2022, among Prudential Investment Management, Inc.
−Removed: and certain investors described therein
−Removed: 10-K 12/31/22 4(h)
+Added: Intermountain Gas Company Note Purchase Agreement, dated July 15, 2025
+Added: 10-Q 9/30/25 4(a)
11/10/25 1-03480
4 unchanged sentences
5/2/24 1-03480
−Removed: Tax Matters Agreement, dated as of May 30, 2023, by and between Knife River Corporation and MDU Resources Group, Inc.
−Removed: 8-K 10.2 6/1/23 1-03480
−Removed: Tax Matters Agreement, dated as of October 31, 2024, by and between MDU Resources Group, Inc.
−Removed: and Everus Construction Group, Inc.
−Removed: 8-K 10.2 11/1/24 1-03480
−Removed: Employee Matters Agreement, dated as of October 31, 2024, by and between MDU Resources Group, Inc.
−Removed: and Everus Construction Group, Inc.
−Removed: 8-K 10.3 11/1/24 1-03480
−Removed: **10(d) Transition Services Agreement, dated as of October 31, 2024, by and between MDU Resources Group, Inc.
−Removed: and Everus Construction Group, Inc.
−Removed: 8-K 10.1 11/1/24 1-03480
−Removed: 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.
−Removed: Bank National Association.
−Removed: 8-K 10.5 6/1/23 1-03480
+Added: Distribution Agreement, dated August 7, 2025
+Added: 8/7/25 1-03480
+Added: Form of Master Forward Sale Confirmation
+Added: 8/7/25 1-03480
+Added: Amended and Restated Credit Agreement, dated as of December 11, 2025, by and among MDU Resources Group, Inc., U.S.
+Added: Bank National Association, as administrative agent, and the several lenders party thereto, as lenders
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.
4 unchanged sentences
8-K 10.7 6/1/23 1-03480
+Added: +10(f) MDU Resources Group, Inc.
+Added: Supplemental Income Security Plan, as amended and restated May 10, 2017
+Added: 10-Q 6/30/17 10(d) 8/4/17 1-03480
+Added: +10(g) MDU Resources Group, Inc.
+Added: Director Compensation Policy, as amended February 19, 2026
+Added: +10(h) Deferred Compensation Plan for Directors, as amended May 15, 2008
+Added: 10-Q 6/30/08 10(a) 8/7/08 1-03480
122 MDU Resources Group, Inc.
1 unchanged sentence
Exhibit Number Exhibit Description Filed Herewith Form Period Ended Exhibit Filing Date File Number
−Removed: +10(h) MDU Resources Group, Inc.
−Removed: Supplemental Income Security Plan, as amended and restated May 10, 2017
−Removed: 10-Q 6/30/17 10(d) 8/4/17 1-03480
+10(i) MDU Resources Group, Inc.
−Removed: Director Compensation Policy, as amended May 15, 2024
−Removed: +10(j) Deferred Compensation Plan for Directors, as amended May 15, 2008
−Removed: 10-Q 6/30/08 10(a) 8/7/08 1-03480
−Removed: +10(k) Non-Employee Director Stock Compensation Plan, as amended May 12, 2011
−Removed: 10-Q 6/30/11 10(a) 8/5/11 1-03480
−Removed: +10(l) MDU Resources Group, Inc.
−Removed: Non-Employee Director Long-Term Incentive Compensation Plan, as amended May 17, 2012
−Removed: 10-Q 6/30/12 10(a) 8/7/12 1-03480
−Removed: +10(m) MDU Resources Group, Inc.
−Removed: Long-Term Performance-Based Incentive Plan, as amended February 15, 2024
+Added: Long-Term Performance-Based Incentive Plan, as amended and restated May 14, 2025
10.1 5/15/25 1-03480
−Removed: +10(n) MDU Resources Group, Inc.
+Added: +10(j) MDU Resources Group, Inc.
Executive Incentive Compensation Plan, as amended February 13, 2025
−Removed: +10(o) F orm of Performance Share Award Agreement (Absolute) under the Long-Term Performance-Based Incentive Plan, as amended
−Removed: +10(p) Form of Performance Share Award Agreement (TSR) under the Long-Term Performance-Based Incentive Plan, as amended
−Removed: +10(q) Restricted Stock Unit Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended
−Removed: +10(r) Form of Performance Share Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 17, 2022
−Removed: 10-K 12/31/21 10(k) 2/23/22 1-03480
−Removed: +10(s) Restricted Stock Unit Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 17, 2022
−Removed: 10-K 12/31/21 10(m) 2/23/22 1-03480
−Removed: +10(t) Restricted Stock Unit Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 16, 2023
+Added: 12/31/24 10(n)
+Added: 2/20/25 1-03480
+Added: +10(k) Form of Performance Share Award Agreement (Absolute) under the Long-Term Performance-Based Incentive Plan, as amended
+Added: +10(l) Form of Performance Share Award Agreement ( r TSR) under the Long-Term Performance-Based Incentive Plan, as amended
+Added: +10(m) Form of Restricted Stock Unit Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended
+Added: +10(n) Form of 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(u) Form of MDU Resources Group, Inc.
+Added: +10(o) 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(v) Form of Amendment No.
+Added: +10(p) Form of Amendment No.
1 to Indemnification Agreement, dated May 15, 2014
8-K 10.2 5/15/14 1-03480
−Removed: +10(w) MDU Resources Group, Inc.
+Added: +10(q) 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(x) MDU Resources Group, Inc.
−Removed: Deferred Compensation Plan Adoption Agreement, as amended August 12, 2021
−Removed: 10-Q 9/30/21 10(c) 11/4/21 1-03480
−Removed: +10(y) MDU Resources Group, Inc.
+Added: +10(r) MDU Resources Group, Inc.
+Added: Deferred Compensation Plan Adoption Agreement, as amended July 16, 2024
+Added: +10(s) MDU Resources Group, Inc.
Deferred Compensation Plan Document, dated November 12, 2020
8-K 10.2 11/12/20 1-03480
−Removed: +10(z) Cooperation Agreement, dated as of January 24, 2023, by and among Keith A.
−Removed: Meister, Corvex Management LP and MDU Resources Group, Inc.
−Removed: 8-K 10.1 1/24/23 1-03480
−Removed: +10(aa) MDU Resources Group, Inc.
+Added: +10(t) MDU Resources Group, Inc.
Change in Control Severance Plan
8-K 10.1 2/21/24 1-03480
−Removed: I nsider Trading Policy
−Removed: 21 Subsidiaries of MDU Resources Group, Inc.
−Removed: 23 Consent of Independent Registered Public Accounting Firm
−Removed: 31(a) Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
−Removed: 31(b) Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
+Added: Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of December 22, 2022, by and among WBI Energy Transmission, Inc., PGIM, Inc., and the other purchasers named therein
+Added: 8-K 10.1 1/16/26 1-03480
+Added: Amendment No.
+Added: 1, dated as of January 16, 2026, to Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of December 22, 2022, by and among WBI Energy Transmission, Inc., PGIM, Inc., and the other purchasers named therein
+Added: 8-K 10.2 1/16/26 1-03480
+Added: Forward Sale Agreement between MDU Resources Group, Inc.
+Added: and Wells Fargo Bank, National Association, dated December 3, 2025
+Added: 8-K 10.1 12/5/25 1-03480
+Added: Forward Sale Agreement between MDU Resources Group, Inc.
+Added: and Bank of America, N.A., dated December 3, 2025
+Added: 8-K 10.2 12/5/25 1-03480
+Added: Forward Sale Agreement between MDU Resources Group, Inc.
+Added: and JPMorgan Chase Bank, National Association, New York Branch, dated December 3, 2025
+Added: 8-K 10.3 12/5/25 1-03480
+Added: Forward Sale Agreement between MDU Resources Group, Inc.
+Added: and Wells Fargo Bank, National Association, dated December 23, 2025
+Added: 8-K 10.1 12/29/25 1-03480
+Added: Forward Sale Agreement between MDU Resources Group, Inc.
+Added: and Bank of America, N.A., dated December 23, 2025
+Added: 8-K 10.2 12/29/25 1-03480
MDU Resources Group, Inc.
2 unchanged sentences
Exhibit Number Exhibit Description Filed Herewith Form Period Ended Exhibit Filing Date File Number
+Added: Forward Sale Agreement between MDU Resources Group, Inc.
+Added: and JPMorgan Chase Bank, National Association, New York Branch, dated December 23, 2025
+Added: 8-K 10.3 12/29/25 1-03480
+Added: Amended and Restated Credit Agreement, dated as of December 11, 2025, by and among MDU Resources Group, Inc., U.S.
+Added: Bank National Association, as administrative agent, and the several lenders party thereto, as lenders.
+Added: 8-K 10.1 12/12/25 1-03480
+Added: Badger Wind Purchase and Sale Agreement between Badger Wind, LLC, and Montana-Dakota Utilities Co., dated February 13, 2025.
+Added: 8-K 10.1 2/14/25 1-03480
+Added: Insider Trading Policy
+Added: 21 Subsidiaries of MDU Resources Group, Inc.
+Added: 23 Consent of Independent Registered Public Accounting Firm
+Added: 31(a) Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
+Added: 31(b) Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer and Chief Financial Officer furnished pursuant to 18 U.S.C.
14 unchanged sentences
** Schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
−Removed: A copy of any omitted
−Removed: schedule and/or exhibit will be furnished as a supplement to the SEC upon request.
+Added: A copy of any omitted schedule and/or exhibit will be furnished as a supplement to the SEC upon request.
*** Furnished herewith.
13 unchanged sentences
/s/ Nicole A.
−Removed: Chief Executive Officer and Director February 20, 2025
President and Chief Executive Officer
+Added: February 20, 2026
+Added: (President and Chief Executive Officer)
Vollmer Chief Financial Officer February 20, 2026
1 unchanged sentence
/s/ Stephanie A.
−Removed: Chief Accounting Officer February 20, 2025
Chief Accounting and Regulatory Affairs Officer
−Removed: /s/ Dennis W.
−Removed: Johnson Director February 20, 2025
−Removed: (Chair of the Board)
+Added: February 20, 2026
+Added: (Chief Accounting and Regulatory Affairs Officer)
/s/ Darrel T.
Director February 20, 2026
+Added: (Chair of the Board)
/s/ Vernon A.
4 unchanged sentences
Director February 20, 2026
−Removed: /s/ Chenxi Wang Director February 20, 2025
+Added: /s/ Dennis W.
+Added: Johnson Director February 20, 2026
+Added: /s/ Charles M.
+Added: Director February 20, 2026
+Added: Director February 20, 2026
+Added: Director February 20, 2026
MDU Resources Group, Inc.
1 unchanged sentence
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.