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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$19.25+3.3%Stored close · as of Nov 9, 2026

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

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Contents

3. Exhibits

Index

Part IV

Exhibits

Incorporated by Reference
Exhibit NumberExhibit DescriptionFiled HerewithFormPeriod EndedExhibitFiling DateFile 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-K2.16/1/231-03480
*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-K2.111/1/241-03480
3(a)Amended and Restated Certificate of Incorporation of MDU Resources Group, Inc.8-K3.25/8/191-03480
3(b)Bylaws of MDU Resources Group, Inc.8-K3.12/14/251-03480
4(a)MDU Resources Group, Inc. Description of Securities10-K12/31/194(g)2/21/201-03480
4(b)Indenture, dated as of December 15, 2003, between MDU Resources Group, Inc. and The Bank of New York, as trusteeS-84(f)1/21/04333-112035
4(c)First Supplemental Indenture, dated as of November 17, 2009, between MDU Resources Group, Inc. and the Bank of New York Mellon, as trustee10-K12/31/094(c)2/17/101-03480
**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 AgentX
4(e)Montana-Dakota Utilities Co. Note Purchase Agreement, dated July 24, 2019, among Montana-Dakota Utilities Co. and various purchasers of the notes10-Q9/30/194(a)11/1/191-03480
**4(f)Montana-Dakota Utilities Co. Note Purchase Agreement, dated July 11, 202410-Q6/30/244(a)8/8/241-03480
**4(g)Intermountain Gas Company Note Purchase Agreement, dated July 15, 202510-Q9/30/254(a)11/10/251-03480
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 Agent10-Q3/31/244(a)5/2/241-03480
10(a)Distribution Agreement, dated August 7, 20258-K1.18/7/251-03480
10(b)Form of Master Forward Sale Confirmation8-K1.28/7/251-03480
**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 lendersX
**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 Association8-K10.66/1/231-03480
**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-K10.76/1/231-03480
+10(f)MDU Resources Group, Inc. Supplemental Income Security Plan, as amended and restated May 10, 201710-Q6/30/1710(d)8/4/171-03480
+10(g)MDU Resources Group, Inc. Director Compensation Policy, as amended February 19, 2026X
+10(h)Deferred Compensation Plan for Directors, as amended May 15, 200810-Q6/30/0810(a)8/7/081-03480

122 MDU Resources Group, Inc. Form 10-K

Index

Part IV

Incorporated by Reference
Exhibit NumberExhibit DescriptionFiled HerewithFormPeriod EndedExhibitFiling DateFile Number
+10(i)MDU Resources Group, Inc. Long-Term Performance-Based Incentive Plan, as amended and restated May 14, 20258-K10.15/15/251-03480
+10(j)MDU Resources Group, Inc. Executive Incentive Compensation Plan, as amended February 13, 202510-K12/31/2410(n)2/20/251-03480
+10(k)Form of Performance Share Award Agreement (Absolute) under the Long-Term Performance-Based Incentive Plan, as amendedX
+10(l)Form of Performance Share Award Agreement (rTSR) under the Long-Term Performance-Based Incentive Plan, as amendedX
+10(m)Form of Restricted Stock Unit Award Agreement under the Long-Term Performance-Based Incentive Plan, as amendedX
+10(n)Form of Restricted Stock Unit Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 16, 202310-K12/31/2210(m)2/24/231-03480
+10(o)Form of MDU Resources Group, Inc. Indemnification Agreement for Section 16 Officers and Directors, dated May 15, 20148-K10.15/15/141-03480
+10(p)Form of Amendment No. 1 to Indemnification Agreement, dated May 15, 20148-K10.25/15/141-03480
+10(q)MDU Resources Group, Inc. Nonqualified Defined Contribution Plan, as amended and restated November 12, 202010-K12/31/2010(r)2/19/211-03480
+10(r)MDU Resources Group, Inc. Deferred Compensation Plan Adoption Agreement, as amended July 16, 2024X
+10(s)MDU Resources Group, Inc. Deferred Compensation Plan Document, dated November 12, 20208-K10.211/12/201-03480
+10(t)MDU Resources Group, Inc. Change in Control Severance Plan8-K10.12/21/241-03480
**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 therein8-K10.11/16/261-03480
**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 therein8-K10.21/16/261-03480
10(w)Forward Sale Agreement between MDU Resources Group, Inc. and Wells Fargo Bank, National Association, dated December 3, 20258-K10.112/5/251-03480
10(x)Forward Sale Agreement between MDU Resources Group, Inc. and Bank of America, N.A., dated December 3, 20258-K10.212/5/251-03480
10(y)Forward Sale Agreement between MDU Resources Group, Inc. and JPMorgan Chase Bank, National Association, New York Branch, dated December 3, 20258-K10.312/5/251-03480
10(z)Forward Sale Agreement between MDU Resources Group, Inc. and Wells Fargo Bank, National Association, dated December 23, 20258-K10.112/29/251-03480
10(aa)Forward Sale Agreement between MDU Resources Group, Inc. and Bank of America, N.A., dated December 23, 20258-K10.212/29/251-03480

MDU Resources Group, Inc. Form 10-K 123

Index

Part IV

Incorporated by Reference
Exhibit NumberExhibit DescriptionFiled HerewithFormPeriod EndedExhibitFiling DateFile Number
10(bb)Forward Sale Agreement between MDU Resources Group, Inc. and JPMorgan Chase Bank, National Association, New York Branch, dated December 23, 20258-K10.312/29/251-03480
**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-K10.112/12/251-03480
**10(dd)Badger Wind Purchase and Sale Agreement between Badger Wind, LLC, and Montana-Dakota Utilities Co., dated February 13, 2025.8-K10.12/14/251-03480
19Insider Trading PolicyX
21Subsidiaries of MDU Resources Group, Inc.X
23Consent of Independent Registered Public Accounting FirmX
31(a)Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X
31(b)Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X
***32Certification 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 2002X
+97Incentive Compensation Recovery Policy10-K12/31/23972/22/241-03480
101.INSXBRL 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.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover 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.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.