9 unchanged sentences
In order to assure the consolidated financial statements are prepared in conformance with generally accepted accounting principles, management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).
−Removed: These internal controls are designed only to provide reasonable assurance, on a cost-
−Removed: effective basis, that transactions are carried out in accordance with management’s authorizations and assets are safeguarded against loss from unauthorized use or disposition.
+Added: These internal controls are designed only to provide reasonable assurance, on a cost-effective basis, that transactions are carried out in accordance with management’s authorizations and assets are safeguarded against loss from unauthorized use or disposition.
Management has completed its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025.
14 unchanged sentences
Information on the Company’s website is not deemed to be incorporated by reference into this report on Form 10-K.
−Removed: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: The information required by this Item is incorporated by reference to the information under “Policy and Procedures Regarding Transactions with Related Persons,” “Election of Directors,” "Director Independence Determinations" and “Committees of the Board of Directors” in the Company’s definitive Proxy Statement for the 2025 Annual Meeting.
EXECUTIVE COMPENSATION
2 unchanged sentences
The information required by this Item regarding security ownership is incorporated by reference to the information under “Security Ownership of Certain Beneficial Owners” in the Company’s definitive Proxy Statement for the 2026 Annual Meeting.
−Removed: The following table sets forth information as of December 31, 2024 about the Company’s common stock that may be issued under all its equity compensation plans:
+Added: The following table sets forth information as of December 31, 2025 about the Company’s common stock that may be issued under all of its equity compensation plans:
Number of securities
4 unchanged sentences
options, warrants
−Removed: and rights Number of securities remaining
−Removed: available for future issuance under
−Removed: equity compensation plans
−Removed: (excluding securities reflected in
+Added: and rights Number of securities remaining available for future issuance under equity compensation plans
+Added: (excluding securities reflected in column (a))
Plan Category (a) (b) (c)
8 unchanged sentences
(3) Shares to be issued based on employee’s election to participate in the plan.
+Added: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
+Added: The information required by this Item is incorporated by reference to the information under “Policy and Procedures Regarding Transactions with Related Persons,” “Election of Directors” and "Director Independence Determinations" in the Company’s definitive Proxy Statement for the 2026 Annual Meeting.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
21 unchanged sentences
Notes Receivable from Subsidiaries 3,037 4,706
−Removed: Other 3,538 977
+Added: Investments 53,915 —
+Added: Other Current Assets 8,741 3,538
Total Current Assets 452,874 305,578
+Added: Noncurrent Assets
Investments in Subsidiaries 2,302,613 2,006,239
Notes Receivable from Subsidiaries 78,900 78,900
+Added: Investments 62,529 106,677
Deferred Income Taxes 31,264 69,781
−Removed: Other Assets 109,057 50,795
+Added: Other Noncurrent Assets 3,386 2,380
Total Assets $ 2,931,566 $ 2,569,555
1 unchanged sentence
Current Liabilities
+Added: Current Maturities of Long-Term Debt $ 79,951 $ —
Accounts Payable to Subsidiaries 8 7
40 unchanged sentences
Cash Flows from Financing Activities
−Removed: Net (Repayments) Borrowings on Short-Term Debt — — ( 22,637 )
Borrowings from Subsidiaries 164,819 179,247 148,308
59 unchanged sentences
Below is a summary of activity within valuation and qualifying accounts for the years ended December 31, 2025, 2024 and 2023:
−Removed: (in thousands) Balance, January 1 Charged to Cost and Expenses Deductions (1)
−Removed: Balance, December 31
+Added: (in thousands) Balance,
+Added: January 1 Charged to Cost and Expenses Deductions (1)
Allowance for Credit Losses
16 unchanged sentences
10.6 Note Purchase Agreement dated as of June 10, 2021 between Otter Tail Power Company and the Purchasers named therein
−Removed: N ote Purchase Agreement dated as of March 28, 2024 between Otter Tail Power Company and the P urchases named therein
−Removed: Sixth Amended and Restated Credit Agreement, dated as of D ecember 11, 2024 , by and between Otter Tail Corporation, as Borrower, and the banks named therein, with U.S.
+Added: Note Purchase Agreement dated as of March 28, 2024 between Otter Tail Power Company and the Purchase r s named therein
+Added: 10.8 Note Purchase Agreement dated as of March 27 , 202 5 between Otter Tail Power Company and the Purchase r s named therein
+Added: 10.9 Sixth Amended and Restated Credit Agreement, dated as of December 11, 2024, by and between Otter Tail Corporation, as Borrower, and the banks named therein, with U.S.
Bank National Association, as Administrative Agent
−Removed: Fifth Amended and Restated Credit Agreement, dated as of D ecember 11, 2024 , by and between Otter Tail Power Company, as Borrower, and the banks named therein, with U.S.
+Added: 10.10 Fifth Amended and Restated Credit Agreement, dated as of December 11, 2024, by and between Otter Tail Power Company, as Borrower, and the banks named therein, with U.S.
Bank Nation Association, as Administration Agent
49 unchanged sentences
10.22 Form of Executive Performance Share Award Agreement (Executives)*
+Added: Form of Executive Performance Share Award Agreement - Stock Settlement (Executives)*
+Added: Form of Executive Performance Share Award Agreement - Cash Settlement (Executives)*
Form of Restricted Stock Unit Award Agreement (Executives)*
+Added: 10.26 Form of Restricted Stock Unit Award Agreement - Stock Settlement (Executives)*
+Added: 10.27 Form of Restricted Stock Unit Award Agreement - Cash Settlement (Executives)*
10.28 Form of Restricted Stock Award Agreement (Directors )*
51 unchanged sentences
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.