Knife River Corp
For the period ended May 20, 2026. Filed Apr 6, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 20, 2026 · Filed Apr 6, 2026
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Contents
PROXY STATEMENT SUMMARY
To assist you in reviewing the 2025 performance of Knife River Corporation (the company, Knife River, we, us, or our) and voting your shares, we call your attention to key elements of our 2026 Proxy Statement. The following is only a summary and does not contain all the information you should consider. You should read the entire Proxy Statement carefully before voting. For more information about these topics, please review the full Proxy Statement and our 2025 Annual Report to Stockholders.
This Proxy Statement will first be sent to stockholders requesting written materials on or about April 6, 2026. The Notice of Availability of Proxy Materials (the Notice) will also be sent to certain stockholders on or about April 6, 2026. The Notice contains basic information about the annual meeting and instructions on how to view the company’s proxy materials and vote online. The board of directors (the board) is furnishing proxy materials to solicit proxies for use at the annual meeting and any adjournment(s) thereof.
| Annual Meeting Information | ||
|---|---|---|
| Date and Time | Virtual Location | Record Date |
| May 20, 2026 | www.virtualshareholdermeeting.com/KNF2026 | March 27, 2026 |
| 10:00 a.m. CDT | ||
| Summary Of Stockholder Voting Matters | |||
|---|---|---|---|
| Voting Matters · Board Vote Recommendation · See Page | |||
| Item 1. | Election of Two Class III Directors | FOR Each Nominee | 12 |
| Item 2. | Advisory Vote to Approve the Compensation Paid to the Company’s Named Executive Officers | FOR | 44 |
| Item 3. | Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2026 | FOR | 80 |
Knife River Corporation Proxy Statement 1
Proxy Statement Summary
Director Nominees
The board recommends a vote FOR the election of each of the following Class III director nominees. Additional information about each director’s background and experience, including those directors not up for election this year, can be found in the section entitled “Electionof Directors.”
| Name | Age | Director Since | Primary Occupation | Board Committees |
|---|---|---|---|---|
| Karen B. Fagg | 72 | 2023 | Former Vice President of DOWL LLC, dba DOWL HKM | • Chair of the Board• Nominating and Governance |
| Brian R. Gray | 55 | 2023 | President and Chief Executive Officer of Knife River Corporation |
Who Can Vote
If you held shares of Knife River common stock at the close of business on March 27, 2026, you are entitled to vote at the annual meeting. You are encouraged to vote in advance of the annual meeting using one of the following voting methods.To attend and participate in the annual meeting, you will need the 16-digit control number included in your Notice or your Proxy Card, or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your bank, broker, or other holder of record to obtain your 16-digit control number or otherwise vote through the bank, broker, or other holder of record. Only stockholders with a valid 16-digit control number will be able to attend the annual meeting, ask questions, and vote. The annual meeting webcast will begin promptly at 10:00 a.m. Central Daylight Saving Time. We encourage you to access the annual meeting prior to the start time. Online check-in will begin at 9:45 a.m. Central Daylight Saving Time, and you should allow ample time for the check-in procedures.
2 Knife River Corporation Proxy Statement
Proxy Statement Summary
| How To Vote | |
|---|---|
| Registered Stockholders | |
| If your shares are held directly with our stock registrar, you can vote any one of four ways: | |
| By Internet: | Go to the website shown on the Notice or Proxy Card, if you received one, and follow the instructions. |
| By Telephone: | Call the telephone number shown on the Notice or Proxy Card, if you received one, and follow the instructions given by the voice prompts.Voting via the Internet or by telephone authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated, and returned the Proxy Card by mail. Your voting instructions may be transmitted up until 11:59 p.m. Eastern Time on May 19, 2026. |
| By Mail: | If you received a paper copy of the Proxy Statement, Annual Report, and Proxy Card, mark, sign, date, and return the Proxy Card in the postage-paid envelope provided. |
| During the Meeting: | Attend the annual meeting online and follow the instructions posted at www.virtualshareholdermeeting.com/KNF2026. Even if you plan to attend the annual meeting online, we recommend that you also vote by Internet, by telephone, or by mail so that your vote will be counted if you later decide not to attend. |
| Beneficial Stockholders | |
| If you held shares beneficially in the name of a bank, broker, or other holder of record (sometimes referred to as holding shares “in street name”) and do not have a control number, you will receive voting instructions from said bank, broker, or other holder of record. If you do not have a control number, you will be able to attend the annual meeting as a “guest” and listen to the proceedings, but you will not be able to vote, ask questions, or otherwise participate. Even if you plan to attend the annual meeting online, we recommend that you also vote by Internet, by telephone, or by mail so that your vote will be counted if you later decide not to attend. | |
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Knife River Corporation Proxy Statement 3
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.