Knife River Corp
For the period ended Dec 31, 2024. Filed Feb 21, 2025.
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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.
FY2024 · Filed Feb 21, 2025
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Item 15. Exhibits, Financial Statement Schedules
A. The following documents are filed as part of this Annual Report:
- Financial Statements
Reference is made to the Index to Financial Statements under Item 8 in Part II hereof, where these documents are listed.
- Schedules
All schedules are omitted because they are not required or not applicable, or the information is shown in the financial statements or the notes to audited consolidated financial statements.
- Exhibits
The Exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of, or furnished with, this Annual Report.
Index
EXHIBIT INDEX
| Incorporated by Reference (Unless Otherwise Indicated) | |||||
|---|---|---|---|---|---|
| Exhibit Number · Exhibit Description · Filed Herewith · Furnished Herewith · Form · File Number · Exhibit · Filing Date | |||||
| 2.1+ | Separation and Distribution Agreement, dated as of May 30, 2023, by and between Knife River Corporation and MDU Resources Group, Inc. | 8-K | 001-41642 | 2.1 | June 1, 2023 |
| 2.2*+ | Asset and Equity Purchase Agreement, dated December 20, 2024, by and among Strata Corporation, Glacier Resources, Ltd., the equity holders of Strata Corporation and Glacier Resources Ltd., Landmark Investments, L.L.C., the current equity holders of Landmark Investments, L.L.C., the beneficiaries of certain trusts, the sellers' representative, and KRC Holdings, Inc. | 8-K | 001-41642 | 2.1 | December 26, 2024 |
| 3.1 | Amended and Restated Certificate of Incorporation of Knife River Corporation. | 8-K | 001-41642 | 3.1 | June 1, 2023 |
| 3.2 | Amended and Restated Bylaws of Knife River Corporation. | 8-K | 001-41642 | 3.2 | June 1, 2023 |
| 4.1 | Indenture, dated as of April 25, 2023, by and among Knife River Corporation and U.S. Bank Trust Company, National Association. | 10-12B/A | 001-41642 | 4.2 | April 28, 2023 |
| 4.2 | Supplemental Indenture, dated as of May 31, 2023, by and among the parties that are signatories thereto as Guarantors, Knife River Corporation and U.S. Bank Trust Company, National Association. | 8-K | 001-41642 | 4.2 | June 1, 2023 |
| 4.3 | Knife River Corporation Description of Securities Registered Pursuant to Section 12 of the Securities and Exchange Act of 1934. | 10-K | 001-41642 | 4.3 | February 27, 2024 |
| 10.1 | Tax Matters Agreement, dated as of May 30, 2023, by and between Knife River Corporation and MDU Resources Group, Inc. | 8-K | 001-41642 | 10.2 | June 1, 2023 |
| 10.2* | Credit Agreement, dated as of May 31, 2023, by and among Knife River Corporation, JPMorgan Chase Bank, N.A. and Lenders and L/C Issuers party thereto. | 8-K | 001-41642 | 10.4 | June 1, 2023 |
| 10.3** | Knife River Corporation Change in Control Severance Plan. | 8-K | 001-41642 | 10.1 | August 21, 2024 |
| 10.4** | Knife River Corporation Long Term Performance-Based Incentive Plan. | 8-K | 001-41642 | 10.5 | June 1, 2023 |
| 10.5** | Form of Knife River Corporation Restricted Stock Unit Award Agreement for Non-Employee Directors under the Long-Term Performance-Based Incentive Plan, as of May 15, 2024. | 10-Q | 001-41642 | 10(b) | August 6, 2024 |
| 10.6** | Restricted Stock Unit Award Agreement under the Long-Term Performance-Based Incentive Plan, effective July 12, 2023. | 10-Q | 001-41642 | 10(a) | November 6, 2023 |
| 10.7** | Form of Restricted Stock Unit Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 22, 2024. | 10-K | 001-41642 | 10.7 | February 27, 2024 |
| 10.8** | Form of Performance Share Award Agreement under the Long-Term Performance-Based Incentive Plan, as amended February 22, 2024. | 10-K | 001-41642 | 10.8 | February 27, 2024 |
| 10.9** | Knife River Corporation Executive Incentive Compensation Plan, including Rules and Regulations. | 8-K | 001-41642 | 10.6 | June 1, 2023 |
| 10.10** | Knife River Corporation Deferred Compensation Plan-Plan Document and Adoption Agreement. | 8-K | 001-41642 | 10.7 | June 1, 2023 |
Index
| Incorporated by Reference (Unless Otherwise Indicated) | |||||||
|---|---|---|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Filed Herewith | Furnished Herewith | Form | File Number | Exhibit | Filing Date |
| 10.11** | Knife River Corporation Supplemental Income Security Plan. | 8-K | 001-41642 | 10.8 | June 1, 2023 | ||
| 10.12** | Knife River Corporation Nonqualified Defined Contribution Plan. | 8-K | 001-41642 | 10.9 | June 1, 2023 | ||
| 10.13** | Knife River Corporation Director Compensation Policy. | 8-K | 001-41642 | 10.10 | June 1, 2023 | ||
| 10.14** | Knife River Corporation Director Compensation Policy, as amended May 15, 2024. | 10-Q | 001-41642 | 10(a) | August 6, 2024 | ||
| 10.15** | Knife River Corporation Deferred Compensation Plan for Directors. | 8-K | 001-41642 | 10.11 | June 1, 2023 | ||
| 10.16** | Knife River Corporation, 401(k) Retirement Plan, effective May 1, 2023. | 10-Q | 001-41642 | 10(l) | August 8, 2023 | ||
| 10.17** | Knife River Corporation, 401(k) Retirement Plan, as amended January 1, 2024. | 10-K | 001-41642 | 10.16 | February 27, 2024 | ||
| 10.18** | Knife River Corporation, 401(k) Retirement Plan, as amended December 18, 2024. | X | |||||
| 10.19** | Form of Knife River Corporation Director and/or Executive Officer Indemnification Agreement. | 10-12B/A | 001-41642 | 10.16 | April 28, 2023 | ||
| 10.20** | Promotion Letter with Nathan Ring dated as of March 15, 2023. | 10-12B/A | 001-41642 | 10.9 | April 28, 2023 | ||
| 10.21** | Promotion Letter with Nancy Christenson dated as of March 15, 2023. | 10-12B/A | 001-41642 | 10.12 | April 28, 2023 | ||
| 10.22** | Promotion Letter with Karl Liepitz dated as of March 15, 2023. | 10-12B/A | 001-41642 | 10.13 | April 28, 2023 | ||
| 10.23** | Promotion Letter with Trevor Hastings dated as of March 15, 2023. | 10-12B/A | 001-41642 | 10.14 | April 28, 2023 | ||
| 10.24** | Promotion Letter with Brian R. Gray dated as of March 27, 2023. | 10-12B/A | 001-41642 | 10.15 | April 28, 2023 | ||
| 19 | Knife River Insider Trading Policy. | X | |||||
| 21.1 | List of Subsidiaries of Knife River Corporation. | X | |||||
| 23.1 | Consent of Deloitte & Touche LLP. | X | |||||
| 31.1 | Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||||
| 31.2 | Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||||
| 32 | Certification 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 2002. | X | |||||
| 95 | Mine Safety Disclosures. | X | |||||
| 97+ | Knife River Corporation Incentive Compensation Recovery Policy. | 10-K | 001-41642 | 97+ | February 27, 2024 | ||
| 101 | The following financial information formatted in Inline XBRL: | X | |||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | X | |||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | X | |||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | X | |||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | X | |||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | X | |||||
Index
| Incorporated by Reference (Unless Otherwise Indicated) | |||||||
|---|---|---|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Filed Herewith | Furnished Herewith | Form | File Number | Exhibit | Filing Date |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | X | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101). | X | |||||
| ‘+ 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 Securities and Exchange Commission 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 Securities Exchange Act of 1934, as amended. | |||||||
| * Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request. | |||||||
| ** Management contract, compensatory plan or arrangement. | |||||||
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