MDU RESOURCES GROUP INC
For the period ended May 11, 2026. Filed Apr 1, 2026.
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May 11, 2026 · Filed Apr 1, 2026
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Contents
Material Changes
We are seeking stockholder approval to make the following material changes to the LTIP:
Increase the number ofshares of Common Stock available for issuance under the LTIP by 6,564,000 shares, for a total of 15,806,806 shares available for issuance. As of March 12, 2026, we had 204,706,024 shares of Common Stock outstanding, 234,225 unissued shares available for grant under the LTIP, and 1,475,630 shares subject to outstanding awards, including 578,722 PSAs (at target performance) and 896,908 RSUs. There are no outstanding stock options or stock appreciation rights as of March 12, 2026. The additional 6,564,000 shares, combined with the shares currently available for grant, are expected to be sufficient based on historical granting practices over the past five years, and assuming the trading price of our Common Stock remains at or above its current level, to provide enough shares for the life of the plan.
Expand eligibility for a director emeritus to participate in the plan.
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