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): February 16, 2023    

MDU Resources Group Inc

(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	1-03480	30-1133956

1200 West Century Avenue

P.O. Box 5650

Bismarck, North Dakota 58506-5650

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (701) 530-1000

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 Securities Exchange Act of 1934:

(Title of each class)	(Trading Symbol(s))	(Name of each exchange on which registered)
Common Stock, par value $1.00 per share	MDU	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 8.01 Other Events.

On February 16, 2023, MDU Resources Group, Inc. (the “Company”) issued a press release announcing that the Company’s board of directors has selected the management team who will lead Knife River Corporation (“Knife River”), the Company’s construction materials subsidiary, effective upon completion of the anticipated separation of Knife River into an independent, publicly traded company. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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 MDU Resources Group, Inc., dated February 16, 2023.
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.

Date: February 16, 2023

MDU Resources Group, Inc.
By:	/s/ Karl A. Liepitz
	Karl A. Liepitz
	Vice President, General Counsel
	and Secretary

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EX-99.1

Exhibit 99.1

MDU Resources Board of Directors Names Leadership for Knife River Upon Separation

BISMARCK, N.D. — Feb. 16, 2023 — MDU Resources Group, Inc.’s (NYSE: MDU) board of directors has selected the management team who will lead Knife River Corporation, the company’s construction materials subsidiary, effective upon completion of the anticipated separation of Knife River into an independent, publicly traded company. MDU Resources expects to complete the spinoff in the second quarter.

Additionally, the board has named Knife River President Brian R. Gray to become president and CEO of Knife River, effective March 1. At that time, current CEO David C. Barney will become a senior advisor to the company, providing support during Knife River’s planned transition to a stand-alone company and assisting with other projects identified by the CEO.

“MDU Resources and Knife River have deep benches of talented and seasoned leaders, and we have been preparing for this succession in leadership for some time,” said Dennis W. Johnson, chair of the board of MDU Resources. “These executives will lead Knife River to successfully serve, with integrity, its customers, employees and communities while creating shareholder value.”

With the exception of the March 1 transition for Gray and Barney, the executive management positions at Knife River will become effective upon the anticipated spinoff. The leadership team identified by the board includes:

•Brian R. Gray will become president and CEO on March 1. Gray has 29 years of experience at Knife River. Prior to being named company president in January, he was president of Knife River’s Northwest Region.

•Nathan W. Ring will become chief financial officer. Ring currently is Knife River’s vice president of business development and has 21 years of experience with MDU Resources’ companies, including serving as vice president, controller and chief accounting officer for MDU Resources from 2014 to 2016.

•Karl A. Liepitz will become vice president, chief legal officer and secretary. Liepitz currently is vice president, general counsel and secretary of MDU Resources and has 19 years of experience with MDU Resources, including 17 years as internal legal counsel to Knife River.

•Trevor J. Hastings will become chief operating officer. Hastings currently is president and CEO of WBI Energy, an MDU Resources subsidiary, and has 27 years of experience with MDU Resources’ companies, including 10 years with Knife River as vice president of business development and operations support.

•Nancy K. Christenson will remain vice president of administration, with oversight of Human Resources, compensation and benefits, compliance and employee relations. She has 45 years of experience with Knife River.

Exhibit 99.1

•Glenn R. Pladsen will remain vice president of support services, with oversight of information technology, safety, environmental management, training, capital budgeting and national accounts. He has 16 years of experience with Knife River.

•John F. Quade has been named vice president of business development. He has 28 years of experience with Knife River and previously was president of the company’s North Central Region, a position he held since 2012.

“We have well-executed, long-term succession plans in place across our organization and expect a seamless transition with this management team at Knife River and existing leadership at MDU Resources as we become two publicly traded companies,” said David L. Goodin, president and CEO of MDU Resources.

MDU Resources is working toward its objective of creating two pure-play, publicly traded companies, with one focused on regulated energy delivery and the other on construction materials, to optimize value for shareholders. The Knife River separation is expected to be effected as a tax-free spinoff to MDU Resources shareholders.

About MDU Resources

MDU Resources Group, Inc., a member of the S&P MidCap 400 and the S&P High-Yield Dividend Aristocrats indices, is Building a Strong America® by providing essential products and services through its regulated energy delivery and construction materials and services businesses. For more information about MDU Resources, visit www.mdu.com or contact the Investor Relations Department at investor@mduresources.com.

About Knife River

Knife River Corporation 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, 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 statements about the planned separation of Knife River Corporation and its future performance, are expressed in good faith and are believed by the company to have a reasonable basis. Nonetheless, actual results may differ materially from the projected results expressed in the forward-looking statements. 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 MDU Resources' most recent Form 10-Q and 10-K.

Media Contacts: Laura Lueder, MDU Resources manager of communications and public relations, 701-530-1095

Tony Spilde, Knife River senior director of communications, 541-213-0947

Investor Contact: Brent Miller, director of financial projects and investor relations, 701-530-1730

XML

Cover	Feb. 16, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 16, 2023
Entity Registrant Name	MDU Resources Group Inc
Entity Incorporation, State or Country Code	DE
Entity File Number	1-03480
Entity Tax Identification Number	30-1133956
Entity Address, Address Line One	1200 West Century Avenue
Entity Address, Address Line Two	P.O. Box 5650
Entity Address, City or Town	Bismarck
Entity Address, State or Province	ND
Entity Address, Postal Zip Code	58506-5650
City Area Code	701
Local Phone Number	530-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $1.00 per share
Trading Symbol	MDU
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000067716
Amendment Flag	false