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, 2025, 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, 2025, 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. MDU Resources Group, Inc. Form 10-K 115 Part III Item 10. Directors, Executive Officers, and Corporate Governance The information required by this item will be included in the sections of the Company's Proxy Statement appearing under the captions "Proposal 1: Election of Directors," "Governance," "Director Compensation," "Our Executive Officers," "Executive Compensation," and "Stockholder Ownership," which is incorporated herein by reference. Item 11. Executive Compensation 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. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 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. Item 13. Certain Relationships and Related Transactions, and Director Independence 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. 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 section of Company's Proxy Statement appearing under the caption "Proposal 4: Ratification of Appointment of Our Independent Registered Public Accounting Firm," which is incorporated herein by reference. 116 MDU Resources Group, Inc. Form 10-K 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, 2025 67 Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2025 68 Consolidated Balance Sheets at December 31, 2025 and 2024 69 Consolidated Statements of Equity for each of the three years in the period ended December 31, 2025 70 Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2025 71 Notes to Consolidated Financial Statements 73 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, 2025 118 Condensed Balance Sheets at December 31, 2025 and 2024 119 Condensed Statements of Cash Flows for each of the three years in the period ended December 31, 2025 120 Notes to Condensed Financial Statements 121 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 122 MDU Resources Group, Inc. Form 10-K 117 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, 2025 2024 2023 (In thousands) Operating revenues $ — $ — $ — Operating expenses ( 137 ) 4,416 9,668 Operating income (loss) 137 ( 4,416 ) ( 9,668 ) Realized gain on tax-free exchange of the retained shares in Knife River — — 186,556 Interest expense 761 642 7,109 Income (loss) before income taxes ( 624 ) ( 5,058 ) 169,779 Income tax benefit ( 282 ) ( 2,324 ) ( 4,220 ) Equity in earnings of subsidiaries from continuing operations 191,749 183,807 156,118 Income from continuing operations 191,407 181,073 330,117 Equity in (loss)/earnings of subsidiaries from discontinued operations ( 72 ) 140,042 143,181 Discontinued operations, net of tax ( 940 ) ( 40,007 ) ( 58,591 ) Net income $ 190,395 $ 281,108 $ 414,707 Comprehensive income $ 190,478 $ 282,694 $ 414,600 The accompanying notes are an integral part of these condensed financial statements. 118 MDU Resources Group, Inc. Form 10-K Index Part IV MDU RESOURCES GROUP, INC. Schedule I - Condensed Financial Information of Registrant (Unconsolidated) Condensed Balance Sheets December 31, 2025 2024 (In thousands, except shares and per share amounts) Assets Current assets: Cash and cash equivalents $ 310 $ 29,361 Receivables, net 911 2,777 Accounts receivable from subsidiaries 33,040 31,955 Taxes receivable 5,325 5,799 Prepayments and other current assets 2,601 3,210 Total current assets 42,187 73,102 Noncurrent assets Investments 39,938 37,264 Investment in subsidiaries 2,807,285 2,861,311 Deferred income taxes 12,351 13,569 Operating lease right-of-use assets 100 160 Other 3,883 2,874 Total noncurrent assets 2,863,557 2,915,178 Total assets $ 2,905,744 $ 2,988,280 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 2,398 $ 4,076 Accounts payable to subsidiaries 535 1,077 Notes payable to subsidiaries — 198,035 Dividends payable 28,614 26,511 Accrued compensation 7,150 7,939 Operating lease liabilities due within one year 63 60 Other accrued liabilities 7,431 7,653 Total current liabilities 46,191 245,351 Noncurrent liabilities: Long-term debt, net of debt issuance costs 31,765 ( 536 ) Operating lease liabilities 37 100 Other 54,834 52,791 Total noncurrent liabilities 86,636 52,355 Commitments and contingencies Stockholders' equity: Common stock Authorized - 500,000,000 shares, $ 1.00 par value Shares issued - 204,382,821 at December 31, 2025 and 203,934,578 at December 31, 2024 204,383 203,935 Other paid-in capital 1,476,355 1,473,738 Retained earnings 1,108,894 1,029,699 Accumulated other comprehensive loss ( 16,715 ) ( 16,798 ) Total stockholders' equity 2,772,917 2,690,574 Total liabilities and stockholders' equity $ 2,905,744 $ 2,988,280 The accompanying notes are an integral part of these condensed financial statements. MDU Resources Group, Inc. Form 10-K 119 Index Part IV MDU RESOURCES GROUP, INC. Schedule I - Condensed Financial Information of Registrant (Unconsolidated) Condensed Statements of Cash Flows Years ended December 31, 2025 2024 2023 (In thousands) Net cash provided by operating activities of continuing operations $ 115,261 $ 482,195 $ 282,132 Net cash used in operating activities of discontinued operations ( 940 ) ( 40,007 ) ( 58,591 ) Net cash provided by operating activities 114,321 442,188 223,541 Investing activities: Investments in and advances to subsidiaries ( 65,000 ) ( 211,000 ) ( 476,000 ) Investments 1,314 2,253 7,422 Repayment (issuance) of notes receivable — 58,000 ( 58,000 ) Net cash used in investing activities of continuing operations ( 63,686 ) ( 150,747 ) ( 526,578 ) Financing activities: Issuance of short-term borrowings — — 535,000 Repayment of short-term borrowings — — ( 242,401 ) Issuance of long-term debt 32,850 — 443,000 Repayment of long-term debt — ( 58,000 ) ( 385,000 ) Debt issuance costs ( 705 ) ( 401 ) ( 952 ) Costs of issuance of common stock ( 79 ) ( 50 ) — Dividends paid ( 108,244 ) ( 102,939 ) ( 161,316 ) Repurchase of common stock — — ( 2,270 ) Tax withholding on stock-based compensation ( 3,508 ) ( 1,729 ) ( 1,471 ) Net cash provided by (used in) financing activities of continuing operations ( 79,686 ) ( 163,119 ) 184,590 Net cash provided by (used in) financing activities of discontinued operations — ( 132,000 ) 132,000 Net cash provided by (used in) financing activities ( 79,686 ) ( 295,119 ) 316,590 Increase (decrease) in cash and cash equivalents ( 29,051 ) ( 3,678 ) 13,553 Cash and cash equivalents - beginning of year 29,361 33,039 19,486 Cash and cash equivalents - end of year $ 310 $ 29,361 $ 33,039 The accompanying notes are an integral part of these condensed financial statements. 120 MDU Resources Group, Inc. Form 10-K 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, 2025, 2024 and 2023. 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 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. 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. 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. 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, 2025, there was $32.9 million outstanding under the agreement. At December 31, 2025, the Company had $32.9 million of long-term debt maturities for 2030. For more information on debt, see Item 8 - Note 9. 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, 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. On November 15, 2023, the Company paid down $185.0 million of the term loan agreement. On November 1, 2024, the Company repaid its remaining outstanding balance of $190.0 million and the term loan agreement subsequently terminated. The Company's repayment was funded by the Everus repayment of debt in connection with the separation. 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 $116.7 million, $418.3 million and $165.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. MDU Resources Group, Inc. Form 10-K 121 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 *2(b) Separation and Distribution Agreement, dated as of October 31, 2024, by and between MDU Resources Group, Inc. and Everus Construction Group, Inc. 8-K 2.1 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 3(b) Bylaws of MDU Resources Group, Inc. 8-K 3.1 2/14/25 1-03480 4(a) MDU Resources Group, Inc. Description of Securities 10-K 12/31/19 4(g) 2/21/20 1-03480 4(b) 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(c) 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(d) Montana-Dakota Utilities Co. 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 X 4(e) 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(f) Montana-Dakota Utilities Co. Note Purchase Agreement, dated July 11, 2024 10-Q 6/30/24 4(a) 8/8/24 1-03480 **4(g) Intermountain Gas Company Note Purchase Agreement, dated July 15, 2025 10-Q 9/30/25 4(a) 11/10/25 1-03480 4(h) WBI Energy Transmission, Inc. Term Loan Agreement, dated April 1, 2024, among WBI Energy Transmission, Inc., Various Lenders, and U.S. Bank National Association, as Administrative Agent 10-Q 3/31/24 4(a) 5/2/24 1-03480 10(a) Distribution Agreement, dated August 7, 2025 8-K 1.1 8/7/25 1-03480 10(b) Form of Master Forward Sale Confirmation 8-K 1.2 8/7/25 1-03480 **10(c) Amended and Restated Credit Agreement, dated as of December 11, 2025, by and among MDU Resources Group, Inc., U.S. Bank National Association, as administrative agent, and the several lenders party thereto, as lenders X **10(d) 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(e) 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(f) 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(g) MDU Resources Group, Inc. Director Compensation Policy, as amended February 19, 2026 X +10(h) Deferred Compensation Plan for Directors, as amended May 15, 2008 10-Q 6/30/08 10(a) 8/7/08 1-03480 122 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(i) MDU Resources Group, Inc. Long-Term Performance-Based Incentive Plan, as amended and restated May 14, 2025 8-K 10.1 5/15/25 1-03480 +10(j) MDU Resources Group, Inc. Executive Incentive Compensation Plan, as amended February 13, 2025 10-K 12/31/24 10(n) 2/20/25 1-03480 +10(k) Form of Performance Share Award Agreement (Absolute) under the Long-Term Performance-Based Incentive Plan, as amended X +10(l) Form of Performance Share Award Agreement ( r TSR) under the Long-Term Performance-Based Incentive Plan, as amended X +10(m) Form of Restricted Stock Unit Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended X +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 +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 +10(p) Form of Amendment No. 1 to Indemnification Agreement, dated May 15, 2014 8-K 10.2 5/15/14 1-03480 +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 +10(r) MDU Resources Group, Inc. Deferred Compensation Plan Adoption Agreement, as amended July 16, 2024 X +10(s) MDU Resources Group, Inc. Deferred Compensation Plan Document, dated November 12, 2020 8-K 10.2 11/12/20 1-03480 +10(t) MDU Resources Group, Inc. Change in Control Severance Plan 8-K 10.1 2/21/24 1-03480 **10(u) 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 8-K 10.1 1/16/26 1-03480 **10(v) Amendment No. 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 8-K 10.2 1/16/26 1-03480 10(w) Forward Sale Agreement between MDU Resources Group, Inc. and Wells Fargo Bank, National Association, dated December 3, 2025 8-K 10.1 12/5/25 1-03480 10(x) Forward Sale Agreement between MDU Resources Group, Inc. and Bank of America, N.A., dated December 3, 2025 8-K 10.2 12/5/25 1-03480 10(y) Forward Sale Agreement between MDU Resources Group, Inc. and JPMorgan Chase Bank, National Association, New York Branch, dated December 3, 2025 8-K 10.3 12/5/25 1-03480 10(z) Forward Sale Agreement between MDU Resources Group, Inc. and Wells Fargo Bank, National Association, dated December 23, 2025 8-K 10.1 12/29/25 1-03480 10(aa) Forward Sale Agreement between MDU Resources Group, Inc. and Bank of America, N.A., dated December 23, 2025 8-K 10.2 12/29/25 1-03480 MDU Resources Group, Inc. Form 10-K 123 Index Part IV Incorporated by Reference Exhibit Number Exhibit Description Filed Herewith Form Period Ended Exhibit Filing Date File Number 10(bb) Forward Sale Agreement between MDU Resources Group, Inc. and JPMorgan Chase Bank, National Association, New York Branch, dated December 23, 2025 8-K 10.3 12/29/25 1-03480 **10(cc) Amended and Restated Credit Agreement, dated as of December 11, 2025, by and among MDU Resources Group, Inc., U.S. Bank National Association, as administrative agent, and the several lenders party thereto, as lenders. 8-K 10.1 12/12/25 1-03480 **10(dd) Badger Wind Purchase and Sale Agreement between Badger Wind, LLC, and Montana-Dakota Utilities Co., dated February 13, 2025. 8-K 10.1 2/14/25 1-03480 19 Insider Trading Policy X 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 10-K 12/31/23 97 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 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 SEC 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 Exchange Act. ** 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. *** Furnished herewith. + 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. 124 MDU Resources Group, Inc. Form 10-K 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 20, 2026 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 President and Chief Executive Officer February 20, 2026 Nicole A. Kivisto (President and Chief Executive Officer) /s/ Jason L. Vollmer Chief Financial Officer February 20, 2026 Jason L. Vollmer (Chief Financial Officer) /s/ Stephanie A. Sievert Chief Accounting and Regulatory Affairs Officer February 20, 2026 Stephanie A. Sievert (Chief Accounting and Regulatory Affairs Officer) /s/ Darrel T. Anderson Director February 20, 2026 Darrel T. Anderson (Chair of the Board) /s/ Vernon A. Dosch Director February 20, 2026 Vernon A. Dosch /s/ Marian M. Durkin Director February 20, 2026 Marian M. Durkin /s/ Douglas W. Jaeger Director February 20, 2026 Douglas W. Jaeger /s/ Dennis W. Johnson Director February 20, 2026 Dennis W. Johnson /s/ Charles M. Kelley Director February 20, 2026 Charles M. Kelley /s/ Tammy J. Miller Director February 20, 2026 Tammy J. Miller /s/ Priti R. Patel Director February 20, 2026 Priti R. Patel MDU Resources Group, Inc. Form 10-K 125