Knife River Corp

Cautionary Statement Regarding Forward-Looking Statements

This Annual Report contains forward-looking statements within the meaning of Section 21E of the Exchange Act. Forward-looking statements are all statements other than statements of historical fact, including without limitation those statements that are identified by the words "anticipates," "estimates," "expects," "intends," "plans," "predicts" and similar expressions, and include statements concerning plans, trends, objectives, goals, strategies, future events or performance, and underlying assumptions (many of which are based, in turn, upon further assumptions) and other statements that are other than statements of historical facts. From time to time, the Company may publish or otherwise make available forward-looking statements of this nature, including statements related to EDGE.

Forward-looking statements involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed. The Company's expectations, beliefs and projections are expressed in good faith and are believed by the Company to have a reasonable basis, including without limitation, management's examination of historical operating trends, data contained in the Company's records and other data available from third parties. Nonetheless, the Company's expectations, beliefs or projections may not be achieved or accomplished and changes in such assumptions and factors could cause actual future results to differ materially.

Any forward-looking statement contained in this document speaks only as of the date on which the statement is made, and the Company undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances that occur after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as required by law. New factors emerge from time to time, and it is not possible for management to predict all the factors, nor can it assess the effect of each factor on the Company's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. All forward-looking statements, whether written or oral and whether made by or on behalf of the Company, are expressly qualified by the risk factors and cautionary statements reported in the section entitled "Item 1A. Risk Factors" and subsequent filings with the SEC.

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Summary of Risk Factors

An investment in Knife River is subject to a number of risks. Set forth below is a high-level summary of some, but not all, of these risks. Please read the information in ”Item 1A. Risk Factors” for a more thorough description of these risks.

Operations, Growth and Competitive Risks

•Knife River operates in a highly competitive industry.

•Knife River may be unable to secure, permit or economically mine strategically located aggregate reserves.

•Knife River is exposed to risk of loss resulting from nonpayment and/or nonperformance by its customers and counterparties.

•The success of Knife River depends on the ability to execute on acquisitions and to successfully integrate acquired businesses and to retain key employees of acquired businesses.

•Technology disruptions or cyberattacks could adversely impact operations.

•Artificial intelligence presents risks and challenges that can impact the business.

•Knife River could experience temporary interruptions in business operations and incur additional costs as it further develops information technology infrastructure and transitions its data to its stand-alone systems.

•Knife River may be unable to protect its intellectual property.

Economic and Political Risks

•Knife River’s business is seasonal and subject to weather conditions that could adversely affect its operations.

•Significant changes in prices for commodities, labor, or other production and delivery inputs could negatively affect Knife River’s businesses.

•Supply chain disruptions may adversely affect Knife River’s operations.

•Knife River’s business is based in large part on government-funded infrastructure projects and building activities, and any reductions or reallocation of spending or related subsidies in these areas could have an adverse effect on the Company.

•Economic volatility affects Knife River’s operations, as well as the demand for its products and services.

•Pandemics, including COVID-19, may have a negative impact on Knife River’s business operations.

Legal and Regulatory Compliance Risks

•Knife River may be negatively impacted by pending and/or future litigation, claims or investigations.

•Knife River’s operations could be negatively impacted by import tariffs and/or other government mandates.

•Knife River’s operations are subject to environmental laws and regulations.

•Knife River’s operations could be adversely impacted by climate change.

•Stakeholder actions and increased regulatory activity related to ESG could adversely impact the Company’s operations.

•Changes in tax law may negatively affect Knife River’s business.

Human Capital Risks

•Knife River’s operations may be negatively affected if it is unable to obtain, develop and retain key personnel and skilled labor forces.

•Increasing costs associated with health care plans may adversely affect Knife River’s results of operations.

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Financial and Accounting Risks

•Aggregate resource and reserve calculations are estimates and subject to uncertainty.

•Backlog may not accurately represent future revenue and gross margin.

•Knife River operates in a capital-intensive industry and is subject to capital market and interest rate risks.

•Financial market changes could impact Knife River’s defined benefit pension plans and obligations.

•Costs related to obligations under MEPPs could have a material negative effect on Knife River.

•Knife River has substantial indebtedness and may incur substantial additional indebtedness.

•A lowering or withdrawal of the ratings, outlook or watch assigned to Knife River or its debt by rating agencies may increase its future borrowing costs and reduce its access to capital.

Separation Risks

•Knife River has minimal history of operating as an independent, public company.

•The Company could be subject to significant tax liabilities or be required to indemnify MDU Resources for material taxes, and other related amounts, in connection with the Separation.

•U.S. federal income tax consequences may restrict the Company’s ability to engage in certain desirable strategic or capital-raising transactions after the Separation.

•Knife River may not achieve some or all of the expected benefits of the Separation.

•Knife River or MDU Resources may fail to perform under various Separation agreements or the Company may fail to have necessary systems and services in place when such agreements expire.

•Failure to favorably resolve disputes that arise between Knife River and MDU Resources with respect to past and ongoing relationships.

•Following the Separation, certain members of management, directors and stockholders hold stock in both Knife River and MDU Resources, and as a result may face actual or potential conflicts of interest.

•Failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act.

•As an independent, publicly traded company, the Company may not enjoy the same benefits that it did as a segment of MDU Resources.

•Knife River may be required to pay MDU Resources under certain indemnities related to the Separation.

Shareholder Risks

•The trading market for Knife River common stock has existed only a short period following the separation, and the market price and trading volume of its common stock may fluctuate significantly.

•If securities or industry analysts do not publish research or publish misleading or unfavorable research about the Company’s business, Knife River’s stock price and trading volume could decline.

•Stockholder percentage of ownership in Knife River may be diluted in the future.

•Knife River cannot guarantee the timing, declaration, amount or payment of dividends, if any, on its common stock.

•Exclusive forum selection provisions in the Company’s amended and restated bylaws could discourage lawsuits against the Company and its directors and officers.

•Provisions in the Company’s amended and restated certificate of incorporation and amended and restated bylaws and Delaware law may prevent or delay an acquisition of Knife River.

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PART I