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MDU RESOURCES GROUP INC

For the period ended Dec 31, 2025. Filed Feb 20, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 20, 2026

MDU$19.28+0.2%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

15. Employee Benefit Plans

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Part II

Note 15 -Employee Benefit Plans

Pension and other postretirement benefit plans

The Company has noncontributory qualified defined benefit pension plans and other postretirement benefit plans for certain eligible employees. The Company uses a measurement date of December 31 for all of its pension and postretirement benefit plans.

Prior to 2013, defined benefit pension plan benefits and accruals for all nonunion and certain union plans were frozen and on June 30, 2015, the remaining union plan was frozen. These employees were eligible to receive additional defined contribution plan benefits.

Effective January 1, 2010, eligibility to receive retiree medical benefits was modified at certain of the Company's businesses. Employees who had attained age 55 with 10 years of continuous service by December 31, 2010, were provided the option to choose between a pre-65 comprehensive medical plan coupled with a Medicare supplement or a specified company funded Retiree Reimbursement Account, regardless of when they retire. All other eligible employees must meet the new eligibility criteria of age 60 and 10 years of continuous service at the time they retire to be eligible for a specified company funded Retiree Reimbursement Account. Employees hired after December 31, 2009, will not be eligible for retiree medical benefits.

In 2012, the Company modified health care coverage for certain retirees. Effective January 1, 2013, post-65 coverage was replaced by a fixed-dollar subsidy for retirees and spouses to be used to purchase individual insurance through a healthcare exchange.

Changes in benefit obligation and plan assets and amounts recognized in the Consolidated Balance Sheets at December 31 were as follows:

Pension BenefitsOtherPostretirement Benefits
2025202420252024
Change in benefit obligation: · (In thousands)
Benefit obligation at beginning of year$255,350$275,586$35,675$39,590
Service cost——397505
Interest cost13,21212,7991,8471,837
Plan participants' contributions——384412
Actuarial loss (gain)3,080(11,040)(355)(3,420)
Benefits paid(21,516)(21,995)(2,924)(3,249)
Benefit obligation at end of year250,126255,35035,02435,675
Change in net plan assets:
Fair value of plan assets at beginning of year230,626248,55878,76579,234
Actual return on plan assets19,1971,1527,1182,297
Employer contribution3,3652,9116671
Plan participants' contributions——384412
Benefits paid(21,516)(21,995)(2,924)(3,249)
Fair value of net plan assets at end of year231,672230,62683,40978,765
Funded status - (under) over$(18,454)$(24,724)$48,385$43,090
Amounts recognized in the Consolidated Balance Sheets at December 31:
Noncurrent assets - other$203$—$48,385$43,090
Noncurrent liabilities - other18,65724,724——
Benefit obligation (liabilities) assets - net amount recognized$(18,454)$(24,724)$48,385$43,090
Amounts recognized in accumulated other comprehensive loss:
Actuarial loss (gain)$12,814$13,228$(800)$(809)
Prior service credit——(13)(37)
Total$12,814$13,228$(813)$(846)
Amounts recognized in regulatory assets or liabilities:
Actuarial loss (gain)$134,065$139,962$(3,472)$(1,478)
Prior service credit——(169)(1,303)
Total$134,065$139,962$(3,641)$(2,781)

102 MDU Resources Group, Inc. Form 10-K

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Employer contributions and benefits paid in the preceding table include only those amounts contributed directly to, or paid directly from, plan assets. Amounts related to regulated operations are recorded as regulatory assets or liabilities and are expected to be reflected in rates charged to customers over time. For more information on regulatory assets and liabilities, see Note 6.

In 2025, the actuarial loss recognized in the benefit obligation was primarily the result of a decrease in the discount rate. In 2024, the actuarial gain recognized in the benefit obligation was primarily the result of an increase in the discount rate. For more information on the discount rates, see the table below. Unrecognized pension actuarial gains and losses in excess of 10 percent of the greater of the projected benefit obligation or the market-related value of assets are amortized over the average life expectancy of plan participants for frozen plans. The market-related value of assets is determined using a five-year average of assets.

All but one of thepension plans have accumulated benefit obligations in excess of plan assets. The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for these plans at December 31 were as follows:

20252024
(In thousands)
Projected benefit obligation$250,126$255,350
Accumulated benefit obligation$250,126$255,350
Fair value of plan assets$231,672$230,626

The components of net periodic benefit cost (credit), other than the service cost component, are included in other income on the Consolidated Statements of Income. Prior service credit is amortized on a straight-line basis over the average remaining service period of active participants. These components related to the Company's pension and other postretirement benefit plans for the years ended December 31 were as follows:

Pension BenefitsOtherPostretirement Benefits
202520242023202520242023
Components of net periodic benefit cost (credit): · (In thousands)
Service cost$—$—$—$397$505$534
Interest cost13,21212,79913,5211,8471,8371,956
Expected return on assets(14,581)(16,113)(17,194)(5,168)(5,315)(5,361)
Amortization of prior service credit———(1,158)(1,318)(1,318)
Recognized net actuarial loss (gain)4,7744,1493,093(320)(288)(504)
Net periodic benefit cost (credit), including amount capitalized3,405835(580)(4,402)(4,579)(4,693)
Less amount capitalized—————107
Net periodic benefit cost (credit)3,405835(580)(4,402)(4,579)(4,800)
Other changes in plan assets and benefit obligations recognized in accumulated comprehensive loss:
Net (gain) loss(14)401187(119)71(604)
Amortization of actuarial (loss) gain(400)(359)(292)82130108
Amortization of prior service credit———494578
Total recognized in accumulated other comprehensive loss(414)42(105)12246(418)
Other changes in plan assets and benefit obligations recognized in regulatory assets or liabilities:
Net (gain) loss(1,523)3,5201,826(2,186)(472)(107)
Amortization of actuarial (loss) gain(4,374)(3,790)(2,801)238158304
Amortization of prior service credit———1,1091,2731,273
Total recognized in regulatory assets or liabilities(5,897)(270)(975)(839)9591,470
Total recognized in net periodic benefit credit, accumulated other comprehensive loss and regulatory assets or liabilities$(2,906)$607$(1,660)$(5,229)$(3,374)$(3,748)

MDU Resources Group, Inc. Form 10-K 103

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Weighted average assumptions used to determine benefit obligations at December 31 were as follows:

Pension BenefitsOtherPostretirement Benefits
2025202420252024
Discount rate5.23%5.41%5.28%5.43%
Expected return on plan assets6.50%6.50%6.00%6.00%

Weighted average assumptions used to determine net periodic benefit cost (credit) for the years ended December 31 were as follows:

Pension BenefitsOtherPostretirement Benefits
2025202420252024
Discount rate5.41%4.84%5.43%4.85%
Expected return on plan assets6.50%6.50%6.00%6.00%

The expected rate of return on pension plan assets is based on a targeted asset allocation range determined by the funded ratio of the plan. As of December 31, 2025, the expected rate of return on pension plan assets is based on the targeted asset allocation range of 40 percent to 50 percent equity securities and 50 percent to 60 percent fixed-income securities and the expected rate of return from these asset categories. The expected rate of return on other postretirement plan assets is based on the targeted asset allocation range of 10 percent to 20 percent equity securities and 80 percent to 90 percent fixed-income securities and the expected rate of return from these asset categories. The expected return on plan assets for other postretirement benefits reflects insurance-related investment costs.

Health care rate assumptions for the Company's other postretirement benefit plans as of December 31 were as follows:

20252024
Health care trend rate assumed for next year (pre-65/post-65)9.5%/7.00%8.5%/6.25%
Health care cost trend rate - ultimate4.5%4.5%
Year in which ultimate trend rate achieved (pre-65/post-65)2036/20352035/2034

The Company's other postretirement benefit plans include health care and life insurance benefits for certain retirees. The plans underlying these benefits may require contributions by the retiree depending on such retiree's age and years of service at retirement or the date of retirement. The Company contributes a flat dollar amount to the monthly premiums which is updated annually on January 1.

The Company expects to contribute to its defined benefit pension plans in 2026 the minimum funding requirement of $3.8 million. The Company expects to contribute approximately $10,000 to its postretirement benefit plans in 2026.

The following benefit payments, which reflect future service, as appropriate, and expected Medicare Part D subsidies at December 31, 2025, are as follows:

YearsPensionBenefitsOtherPostretirement BenefitsExpectedMedicarePart D Subsidy
(In thousands)
2026$21,910$3,223$33
2027$21,730$3,159$26
2028$21,390$3,079$19
2029$21,090$2,947$13
2030$20,630$2,838$10
2031-2035$95,250$13,410$15

104 MDU Resources Group, Inc. Form 10-K

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Outside investment managers manage the Company's pension and postretirement assets. The Company's investment policy with respect to pension and other postretirement assets is to make investments solely in the interest of the participants and beneficiaries of the plans and for the exclusive purpose of providing benefits accrued and defraying the reasonable expenses of administration. The Company strives to maintain investment diversification to assist in minimizing the risk of large losses. The Company's policy guidelines allow for investment of funds in cash equivalents, fixed-income securities and equity securities. The guidelines prohibit investment in commodities and futures contracts, equity private placement, employer securities, leveraged or derivative securities, options, direct real estate investments, precious metals, venture capital and limited partnerships. The guidelines also prohibit short selling and margin transactions. The Company's practice is to periodically review and rebalance asset categories based on its targeted asset allocation percentage policy.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The fair value ASC establishes a hierarchy for grouping assets and liabilities, based on the significance of inputs. The estimated fair values of the Company's pension plans' assets are determined using the market approach.

The carrying value of the pension plans' Level 2 cash equivalents approximates fair value and is determined using observable inputs in active markets or the net asset value of shares held at year end, which is determined using other observable inputs including pricing from outside sources.

The estimated fair value of the pension plans' Level 1 and Level 2 equity securities are based on the closing price reported on the active market on which the individual securities are traded or other known sources including pricing from outside sources. The estimated fair value of the pension plans' Level 1 and Level 2 collective and mutual funds are based on the net asset value of shares held at year end, based on either published market quotations on active markets or other known sources including pricing from outside sources. The estimated fair value of the pension plans' Level 2 corporate and municipal bonds is determined using other observable inputs, including benchmark yields, reported trades, broker/dealer quotes, bids, offers, future cash flows and other reference data. The estimated fair value of the pension plans' Level 1 U.S. Government securities are valued based on quoted prices on an active market. The estimated fair value of the pension plans' Level 2 U.S. Government securities are valued mainly using other observable inputs, including benchmark yields, reported trades, broker/dealer quotes, bids, offers, to be announced prices, future cash flows and other reference data.

All investments measured at net asset value in the tables that follow are invested in commingled funds, separate accounts or common collective trusts which do not have publicly quoted prices. The fair value of the commingled funds, separate accounts and common collective trusts are determined based on the net asset value of the underlying investments. The fair value of the underlying investments held by the commingled funds, separate accounts and common collective trusts is generally based on quoted prices in active markets.

Though the Company believes the methods used to estimate fair value are consistent with those used by other market participants, the use of other methods or assumptions could result in a different estimate of fair value.

MDU Resources Group, Inc. Form 10-K 105

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The fair value of the Company's pension plans' assets by class were as follows:

Fair Value Measurements at December 31, 2025, Using
Quoted Pricesin ActiveMarkets forIdenticalAssets (Level 1)SignificantOtherObservableInputs (Level 2)SignificantUnobservable Inputs (Level 3)Balance at December 31, 2025
(In thousands)
Assets:
Cash equivalents$—$3,993$—$3,993
Equity securities:
U.S. companies14——14
Collective and mutual funds (a)86,42478,216—164,640
U.S. Government securities36,74426,281—63,025
Total assets measured at fair value$123,182$108,490$—$231,672

(a)Collective and mutual funds invest approximately 35 percent in corporate bonds,30 percent in U.S. Government securities,13 percent in common stock of international companies,12 percent in common stock of large-cap and mid-cap U.S. companies, and 10 percent in other investments.

Fair Value Measurements at December 31, 2024, Using
Quoted Pricesin ActiveMarkets forIdenticalAssets (Level 1)SignificantOtherObservableInputs (Level 2)SignificantUnobservable Inputs (Level 3)Balance at December 31, 2024
(In thousands)
Assets:
Cash equivalents$—$4,512$—$4,512
Equity securities:
U.S. companies(2)——(2)
Collective and mutual funds (a)72,77793,606—166,383
U.S. Government securities33,61625,857—59,473
Investments measured at net asset value (b)———260
Total assets measured at fair value$106,391$123,975$—$230,626

(a)Collective and mutual funds invest approximately 39 percent in corporate bonds,19 percent in U.S. Government securities,17 percent in other investments,15 percent in common stock of international companies,9 percent in common stock of large-cap and mid-cap U.S. companies, and 1 percent cash and cash equivalents.

(b)In accordance with ASC 820 -Fair Value Measurements, certain investments that were measured at net asset value per share (or its equivalent) have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the Consolidated Balance Sheets.

The estimated fair values of the Company's other postretirement benefit plans' assets are determined using the market approach.

The estimated fair value of the other postretirement benefit plans' Level 2 cash equivalents is valued at the net asset value of shares held at year end, based on published market quotations on active markets, or using other known sources including pricing from outside sources. The estimated fair value of the other postretirement benefit plans' Level 1 and Level 2 equity securities is based on the closing price reported on the active market on which the individual securities are traded or other known sources including pricing from outside sources. The estimated fair value of the other postretirement benefit plans' Level 2 insurance contract is based on contractual cash surrender values that are determined primarily by investments in managed separate accounts of the insurer. These amounts approximate fair value. The managed separate accounts are valued based on other observable inputs or corroborated market data.

Though the Company believes the methods used to estimate fair value are consistent with those used by other market participants, the use of other methods or assumptions could result in a different estimate of fair value.

106 MDU Resources Group, Inc. Form 10-K

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The fair value of the Company's other postretirement benefit plans' assets by asset class were as follows:

Fair Value Measurements at December 31, 2025, Using
Quoted Pricesin ActiveMarkets forIdenticalAssets (Level 1)SignificantOtherObservableInputs (Level 2)SignificantUnobservable Inputs (Level 3)Balance at December 31, 2025
(In thousands)
Assets:
Cash equivalents$—$5,513$—$5,513
Equity securities:
U.S. companies2,833——2,833
Insurance contract (a)—74,655—74,655
Plan assets (b)———408
Total assets measured at fair value$2,833$80,168$—$83,409

(a)The insurance contract invests approximately 37 percent in corporate bonds,36 percent in U.S. Government securities,20 percent in common stock of large-cap U.S. companies,6 percent in common stock of small-cap U.S. companies and 1 percent in other investments.

(b)Deposits held by service providers or claims processors.

Fair Value Measurements at December 31, 2024, Using
Quoted Pricesin ActiveMarkets forIdenticalAssets (Level 1)SignificantOtherObservableInputs (Level 2)SignificantUnobservable Inputs (Level 3)Balance at December 31, 2024
(In thousands)
Assets:
Cash equivalents$—$4,373$—$4,373
Equity securities:
U.S. companies2,880——2,880
Insurance contract (a)—71,512—71,512
Total assets measured at fair value$2,880$75,885$—$78,765

(a)The insurance contract invests approximately 41 percent in corporate bonds,28 percent in U.S. Government securities,19 percent in common stock of large-cap U.S. companies,6 percent in common stock of small-cap U.S. companies and 6 percent in other investments.

Nonqualified benefit plans

In addition to the qualified defined benefit pension plans reflected in the table at the beginning of this note, the Company also has unfunded, nonqualified defined benefit plans for executive officers and certain key management employees that generally provide for defined benefit payments at age 65 following the employee's retirement or, upon death, to their beneficiaries for a 15-year period. In February 2016, the Company froze the unfunded, nonqualified defined benefit plans to new participants and eliminated benefit increases. Vesting for participants not fully vested was retained.

The projected benefit obligation and accumulated benefit obligation for these plans at December 31 were as follows:

20252024
(In thousands)
Projected benefit obligation$49,598$52,007
Accumulated benefit obligation$49,598$52,007

MDU Resources Group, Inc. Form 10-K 107

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The components of net periodic benefit cost are included in other income on the Consolidated Statements of Income. These components related to the Company's nonqualified defined benefit plans for the years ended December 31 were as follows:

202520242023
(In thousands)
Components of net periodic benefit cost:
Interest cost$2,588$2,568$2,740
Recognized net actuarial loss276365273
Net periodic benefit cost$2,864$2,933$3,013

Weighted average assumptions used at December 31 were as follows:

20252024
Benefit obligation discount rate4.94%5.26%
Benefit obligation rate of compensation increaseN/AN/A
Net periodic benefit cost discount rate5.26%4.73%
Net periodic benefit cost rate of compensation increaseN/AN/A

The amount of future benefit payments for the unfunded, nonqualified defined benefit plans at December 31, 2025, are expected to aggregate as follows:

202620272028202920302031-2035
(In thousands)
Nonqualified benefits$5,620$5,810$5,550$5,170$4,560$19,870

In 2012, the Company established a nonqualified defined contribution plan for certain key management employees. In 2020, the plan was frozen to new participants and no new Company contributions will be made to the plan after December 31, 2020. Vesting for participants not fully vested was retained. A new nonqualified defined contribution plan was adopted in 2020, effective January 1, 2021, to replace the plan originally established in 2012 with similar provisions. Expenses incurred under these plans for 2025, 2024 and 2023 were $4.7 million, $4.0 million and $2.7 million, respectively.

The amount of investments that the Company anticipates using to satisfy obligations under these plans at December 31 was as follows:

20252024
(In thousands)
Investments
Insurance contracts*$67,409$59,282
Life insurance**31,29030,834
Other9,83912,879
Total investments$108,538$102,995

*For more information on the insurance contracts, see Note 8.

**Investments of life insurance are carried on plan participants (payable upon the employee's death).

Defined contribution plans

The Company sponsors a defined contribution plan for eligible employees and the costs incurred under this plan were $19.1 million in 2025, $10.7 million in 2024 and $17.0 million in 2023.

108 MDU Resources Group, Inc. Form 10-K

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Multiemployer plans

The Company contributes to a MEPP under the terms of a collective-bargaining agreement that covers its union-represented employees. The risks of participating in this multiemployer plan is different from single-employer plans in the following aspects:

Assets contributed to the MEPP by one employer may be used to provide benefits to employees of other participating employers

If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers

If the Company chooses to stop participating in its MEPP, the Company may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability

The Company's participation in this plan is outlined in the following table. Unless otherwise noted, the most recent Pension Protection Act zone status available in 2025 and 2024 is for the plan's year-end status at December 31, 2024, and December 31, 2023, respectively. The zone status is based on information that the Company received from the plan and is certified by the plan's actuary. Among other factors, a plan in the red zone is generally less than 65 percent funded, a plan in the yellow zone is between 65 percent and 80 percent funded, and a plan in the green zone is at least 80 percent funded.

EIN/Pension Plan Number · Pension Protection Act Zone Status · FIP/RP Status Pending/Implemented · Contributions · Surcharge Imposed · Expiration Dateof CollectiveBargainingAgreement
Pension Fund · 2025 · 2024 · 2025 · 2024 · 2023
(In thousands)
Idaho Plumbers and Pipefitters Pension Plan826010346-001Green as of 5/31/2025Green as of 5/31/2024No$1,553$1,434$1,690No3/31/2027
Total contributions$1,553$1,434$1,690

The Company was listed in the plans' Forms 5500 as providing more than 5 percent of the total contributions for the following plans and plan years:

Pension FundYear Contributions to Plan Exceeded More Than 5 Percentof Total Contributions (as of December 31 of the Plan's Year-End)
Idaho Plumbers and Pipefitters Pension Plan2024 and 2023

MDU Resources Group, Inc. Form 10-K 109

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