Mdu Resources Group Inc - May 31, 2023 Form 4 Insider Report for Knife River Corp (KNF)

Role: 10%+ Owner
Signature: /s/ Paul R. Sanderson, Vice President, Chief Legal Officer and Secretary
Stock symbol: KNF
Transactions as of: May 31, 2023
Transactions value $: $0
Form type: 4
Date filed: 6/2/2023, 06:26 PM
Previous filing: May 10, 2023
Next filing: Nov 13, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	KNF	Common Stock	Other	$0	-51.3M	-90.08%	$0.00	5.66M	May 31, 2023	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On May 10, 2023, MDU Resources Group, Inc. ("MDU Resources") reported that it owned 1,000 shares of common stock of Knife River Corporation ("Knife River"), which at the time was all of the issued and outstanding shares of common stock of Knife River. Pursuant to a plan of separation approved by the board of directors of MDU Resources, MDU Resources made a pro rata distribution to its stockholders of record as of the close of business on May 22, 2023, of approximately 90% of the outstanding Knife River common stock (the "Distribution"). In anticipation of the Distribution, which occurred at 11:59 p.m. Eastern time on May 31, 2023 (the "Distribution Date"), Knife River issued 56,996,350 shares of Knife River common stock to MDU Resources, such that MDU Resources owned 56,997,350 shares of Knife River common stock, representing all of the issued and outstanding shares of Knife River common stock as of the Distribution Date and prior to the Distribution.
F2	In connection with the Distribution, MDU Resources (i) distributed 50,909,593 shares of Knife River common stock to its stockholders by way of a pro rata dividend, (ii) transferred 431,136 shares of Knife River common stock to Knife River Corporation - Northwest, a wholly owned subsidiary of Knife River, in settlement of that certain hook stock exchange agreement dated May 19, 2023, and (iii) retained the remaining 5,656,621 shares of Knife River common stock. A summary of the hook stock exchange can be found in the section entitled "Capitalization" in Knife River's information statement, dated as of and filed with the Securities and Exchange Commission on May 10, 2023.

Content

On May 10, 2023, MDU Resources Group, Inc. ("MDU Resources") reported that it owned 1,000 shares of common stock of Knife River Corporation ("Knife River"), which at the time was all of the issued and outstanding shares of common stock of Knife River. Pursuant to a plan of separation approved by the board of directors of MDU Resources, MDU Resources made a pro rata distribution to its stockholders of record as of the close of business on May 22, 2023, of approximately 90% of the outstanding Knife River common stock (the "Distribution"). In anticipation of the Distribution, which occurred at 11:59 p.m. Eastern time on May 31, 2023 (the "Distribution Date"), Knife River issued 56,996,350 shares of Knife River common stock to MDU Resources, such that MDU Resources owned 56,997,350 shares of Knife River common stock, representing all of the issued and outstanding shares of Knife River common stock as of the Distribution Date and prior to the Distribution.

In connection with the Distribution, MDU Resources (i) distributed 50,909,593 shares of Knife River common stock to its stockholders by way of a pro rata dividend, (ii) transferred 431,136 shares of Knife River common stock to Knife River Corporation - Northwest, a wholly owned subsidiary of Knife River, in settlement of that certain hook stock exchange agreement dated May 19, 2023, and (iii) retained the remaining 5,656,621 shares of Knife River common stock. A summary of the hook stock exchange can be found in the section entitled "Capitalization" in Knife River's information statement, dated as of and filed with the Securities and Exchange Commission on May 10, 2023.