8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES

EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) June 27, 2024

Knife River Corporation

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification No.)
incorporation)
Delaware	1-41642	92-1008893

1150 West Century Avenue

P.O. Box 5568

Bismarck, North Dakota 58506-5568

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (701) 530-1400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

(Title of each class)	(Trading Symbol(s))	(Name of each exchange on which registered)
Common Stock, $0.01 par value	KNF	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 27, 2024, the Board of Directors (the “Board”) of Knife River Corporation (the “Company”), pursuant to the Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company, approved an increase of the size of the Board from six directors to seven directors, and appointed Patricia Chiodo to the Board as a Class II director, effective June 27, 2024, to serve until the 2025 Annual Meeting of Stockholders. The Board has determined that Ms. Chiodo will serve on the Audit Committee and the Compensation Committee. As compensation for her service on the Board and Board committees, Ms. Chiodo will receive the Company’s standard compensation for non-employee directors, prorated for her time of service. There are no understandings or arrangements with any person pursuant to which Ms. Chiodo was selected as a director, and Ms. Chiodo is not party to any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K. The Board considered the independence of Ms. Chiodo under the applicable standards, including the New York Stock Exchange (“NYSE”) listing standards, and determined that Ms. Chiodo is an independent director, and that Ms. Chiodo has the requisite independence to serve as a member of the Audit Committee and the Compensation Committee and financial literacy to serve as a member of the Audit Committee, in each case, under the applicable NYSE listing standards and Securities and Exchange Commission rules.

Item 7.01. Regulation FD Disclosure.

On June 27, 2024, the Company issued a press release announcing the appointment of Ms. Chiodo. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 furnished hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits. The following exhibits are being furnished as part of this report.

Exhibit Number    Description

99.1            Press release of Knife River Corporation, dated June 27, 2024.

104                Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Knife River Corporation

Date June 27, 2024	By /s/ Karl A. Liepitz
	Karl A. Liepitz
	Vice President, Chief Legal Officer and Secretary

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EX-99.1

Patricia Chiodo Appointed to Knife River Corporation Board of Directors

BISMARCK, N.D. — June 27, 2024 — Knife River Corporation (NYSE: KNF) announced today that Patricia Chiodo has been appointed to the company’s board of directors.

Chiodo has extensive financial expertise and will serve on the board’s Audit and Compensation committees. Until her retirement in 2022, she was chief financial officer of Verra Mobility Corporation. Prior to that, Chiodo was chief financial officer of RSC Holdings, a renter of construction and industrial equipment. She currently serves on the Audit Committee for UNS Energy Corporation and previously served on the Audit Committee for publicly traded Embark Technology, Inc.

“Tricia is an accomplished business leader with experience in corporate strategy, mergers and acquisitions, risk management and capital markets,” said Karen Fagg, chair of Knife River’s board. “When we chose to expand the board and add another independent director, we were looking for someone with Tricia’s combination of financial expertise, experience with public companies and proven skills as a team builder. She is a great addition to the board, and we look forward to working with her as we continue to grow Knife River.”

Chiodo earned a bachelor’s degree in accounting from the University of Arizona.

About Knife River

Knife River Corporation, a member of the S&P MidCap 400 index, mines aggregates and markets crushed stone, sand, gravel and related construction materials, including ready-mix concrete, asphalt and other value-added products. It also distributes cement and asphalt oil. It performs integrated contracting services. For more information about Knife River, visit www.kniferiver.com.

Forward-Looking Statement

The information in this release includes certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements contained in this release, including, but not limited to, statements about Knife River’s growth opportunities and contributions of Ms. Chiodo, are expressed in good faith and are believed by Knife River to have a reasonable basis. Nonetheless, actual results may differ materially from the projected results expressed in the forward-looking statements. There can be no assurance that the actual results or developments anticipated by Knife River will be realized or, even if substantially realized, that they will have the expected consequences to or effects on Knife River or its business or operations. For a discussion of important factors that could cause actual results to differ materially from those expressed in the forward-looking statements, refer

to Item 1A-Risk Factors in Knife River’s Form 10-K and most recent Form 10-Q. All forward-looking statements in this release are expressly qualified by such cautionary statements and by reference to the underlying assumptions. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made. Except as required by law, Knife River does not undertake to update forward-looking statements, whether as a result of new information, future events or otherwise.

Media Contact:

Tony Spilde, Knife River senior director of communications, 541-693-5949

Investor Contact:

Zane Karimi, Knife River director of investor relations, 503-944-3508

XML

Cover page	Jun. 27, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 27, 2024
Entity Registrant Name	Knife River Corporation
Entity Incorporation, State or Country Code	DE
Entity File Number	1-41642
Entity Tax Identification Number	92-1008893
Entity Address, Address Line One	1150 West Century Avenue
Entity Address, Address Line Two	P.O. Box 5568
Entity Address, City or Town	Bismarck
Entity Address, State or Province	ND
Entity Address, Postal Zip Code	58506-5568
City Area Code	701
Local Phone Number	530-1400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	KNF
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001955520
Amendment Flag	false