--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-23-027662" form_type: "8-K" ticker: "KNF" cik: "0001955520" company_name: "Knife River Corp" filed_at: "2023-06-01T23:59:59+00:00" generated_at: "2026-06-14T09:48:01.936845+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # Knife River completes spin-off from MDU Resources, begins trading as independent public company ## Summary - Spin-off completed May 31, 2023: MDU distributed ~90% of KNF common stock to MDU shareholders; MDU retains ~10%. - KNF begins regular-way trading on NYSE under ticker "KNF" as independent public company. - Entered $350M revolving credit facility and $275M term loan; both mature May 31, 2028. - Board expanded to six, with four new directors (Fagg, Carmona Alvarez, Everist, Sandbrook); prior directors resigned. - Adopted new compensation plans, amended charter/bylaws; name changed to Knife River Corporation. ## SEC filing metadata - accession: 0001140361-23-027662 - form_type: 8-K - ticker: KNF - cik: 0001955520 - company_name: Knife River Corp - filed_at: 2023-06-01T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 2.03, 3.03, 5.05, 5.01, 5.02, 5.03, 7.01, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1955520/000114036123027662/0001140361-23-027662-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1955520/000114036123027662/ny20009261x1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-23-027662 - JSON: https://secwatch.observer/filing/0001140361-23-027662.json - Plain text: https://secwatch.observer/filing/0001140361-23-027662.txt ## Key facts - Debt Financings Knife River Corp incurred revolving credit of up to $350.0 million with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other financial institutions from time to time party thereto at adjusted term SOFR, defined in a customary manner ("Term SOFR") plus an applicab maturing May 31, 2028. - Instrument: revolving credit - Principal: up to $350.0 million - Counterparty: JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other financial institutions from time to time party thereto - Rate: adjusted term SOFR, defined in a customary manner ("Term SOFR") plus an applicab - Maturity: May 31, 2028 - Event: incurrence source text: subject to a number of exceptions. The Credit Agreement provides for (a) a senior secured first lien revolving credit facility in an initial aggregate principal amount of up to $350.0 million (the “Revolving Credit Facility”) and (b) a senior secured first lien term loan facility in an initial aggregate principal amount of up to $275.0 million (the “Term Loan evidence_url: https://www.sec.gov/Archives/edgar/data/1955520/000114036123027662/0001140361-23-027662-index.htm - Debt Financings Knife River Corp incurred term loan of up to $275.0 million with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other financial institutions from time to time party thereto at adjusted term SOFR, defined in a customary manner ("Term SOFR") plus an applicab maturing May 31, 2028. - Instrument: term loan - Principal: up to $275.0 million - Counterparty: JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other financial institutions from time to time party thereto - Rate: adjusted term SOFR, defined in a customary manner ("Term SOFR") plus an applicab - Maturity: May 31, 2028 - Event: incurrence source text: amount of up to $350.0 million (the “Revolving Credit Facility”) and (b) a senior secured first lien term loan facility in an initial aggregate principal amount of up to $275.0 million (the “Term Loan Facility,” and together with the Revolving Credit Facility the “Senior Secured Credit Facilities”). Letters of credit are available under the Credit Agreement evidence_url: https://www.sec.gov/Archives/edgar/data/1955520/000114036123027662/0001140361-23-027662-index.htm - Executive change Karl A. Liepitz was appointed as Vice President, Chief Legal Officer and Secretary at Knife River Corp. - Action: became - Role: Vice President, Chief Legal Officer and Secretary source text: Karl A. Liepitz Vice President, Chief Legal Officer and Secretary evidence_url: https://www.sec.gov/Archives/edgar/data/1955520/000114036123027662/0001140361-23-027662-index.htm - Executive change Nancy K. Christenson was appointed as Vice President of Administration at Knife River Corp. - Action: became - Role: Vice President of Administration source text: Nancy K. Christenson Vice President of Administration evidence_url: https://www.sec.gov/Archives/edgar/data/1955520/000114036123027662/0001140361-23-027662-index.htm - Executive change John F. Quade was appointed as Vice President of Business Development at Knife River Corp. - Action: became - Role: Vice President of Business Development source text: John F. Quade Vice President of Business Development evidence_url: https://www.sec.gov/Archives/edgar/data/1955520/000114036123027662/0001140361-23-027662-index.htm - Executive change Trevor J. Hastings was appointed as Vice President and Chief Operating Officer at Knife River Corp. - Action: became - Role: Vice President and Chief Operating Officer source text: Trevor J. Hastings Vice President and Chief Operating Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1955520/000114036123027662/0001140361-23-027662-index.htm - Executive change Marney L. Kadrmas was appointed as Chief Accounting Officer at Knife River Corp. - Action: became - Role: Chief Accounting Officer source text: Marney L. Kadrmas Chief Accounting Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1955520/000114036123027662/0001140361-23-027662-index.htm - Executive change Jason L. Vollmer departed as Director at Knife River Corp. - Action: ceased to be director - Role: Director source text: David L. Goodin, Karl A. Liepitz and Jason L. Vollmer, who had been serving as members of the Board, ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1955520/000114036123027662/0001140361-23-027662-index.htm - Executive change Glenn R. Pladsen was appointed as Vice President of Support Services at Knife River Corp. - Action: became - Role: Vice President of Support Services source text: Glenn R. Pladsen Vice President of Support Services evidence_url: https://www.sec.gov/Archives/edgar/data/1955520/000114036123027662/0001140361-23-027662-index.htm - Executive change Thomas Everist was elected as Director at Knife River Corp. - Action: elected - Role: Director source text: Each of Karen B. Fagg, German Carmona Alvarez, Thomas Everist and William Sandbrook was elected as a director of the Company as of immediately prior to the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1955520/000114036123027662/0001140361-23-027662-index.htm - Executive change German Carmona Alvarez was elected as Director at Knife River Corp. - Action: elected - Role: Director source text: Each of Karen B. Fagg, German Carmona Alvarez, Thomas Everist and William Sandbrook was elected as a director of the Company as of immediately prior to the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1955520/000114036123027662/0001140361-23-027662-index.htm - Executive change William Sandbrook was elected as Director at Knife River Corp. - Action: elected - Role: Director source text: Each of Karen B. Fagg, German Carmona Alvarez, Thomas Everist and William Sandbrook was elected as a director of the Company as of immediately prior to the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1955520/000114036123027662/0001140361-23-027662-index.htm - Executive change Karl A. Liepitz departed as Director at Knife River Corp. - Action: ceased to be director - Role: Director source text: David L. Goodin, Karl A. Liepitz and Jason L. Vollmer, who had been serving as members of the Board, ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1955520/000114036123027662/0001140361-23-027662-index.htm - Executive change Karen B. Fagg was appointed as chair of the Board at Knife River Corp. - Action: appointed - Role: chair of the Board source text: Karen B. Fagg was appointed chair of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1955520/000114036123027662/0001140361-23-027662-index.htm - Executive change David L. Goodin departed as Director at Knife River Corp. - Action: ceased to be director - Role: Director source text: David L. Goodin, Karl A. Liepitz and Jason L. Vollmer, who had been serving as members of the Board, ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1955520/000114036123027662/0001140361-23-027662-index.htm - Governance Changes Knife River Corp: Amended and restated the Certificate of Incorporation effective as of June 1, 2023 (effective 2023-06-01). - Change: charter amendment - Effective: 2023-06-01 source text: The Company amended and restated its Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) and its Bylaws (the “Amended and Restated Bylaws”), in each case, effective as of June 1, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1955520/000114036123027662/0001140361-23-027662-index.htm - Governance Changes Knife River Corp: Adopted Corporate Governance Guidelines and a Code of Conduct (Leading with Integrity Policy and Guide) effective immediately prior to the Effective Time. - Change: code of ethics source text: the Board adopted certain Corporate Governance Guidelines and a Code of Conduct (Leading with Integrity Policy and Guide), in each case, effective as of immediately prior to the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1955520/000114036123027662/0001140361-23-027662-index.htm - Governance Changes Knife River Corp: Amended and restated the Bylaws effective as of June 1, 2023 (effective 2023-06-01). - Change: bylaw amendment - Effective: 2023-06-01 source text: The Company amended and restated its Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) and its Bylaws (the “Amended and Restated Bylaws”), in each case, effective as of June 1, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1955520/000114036123027662/0001140361-23-027662-index.htm - M&A Transactions Knife River Corp completed a disposition involving MDU Resources Group, Inc. (closed 2023-05-31). - Action: disposition - Counterparty: MDU Resources Group, Inc. - Closing: 2023-05-31 source text: Distribution Agreement”) with MDU Resources Group, Inc. (“MDU Resources”), pursuant to which MDU Resources agreed to transfer its wholly owned subsidiary KRC Materials, Inc. evidence_url: https://www.sec.gov/Archives/edgar/data/1955520/000114036123027662/0001140361-23-027662-index.htm - Material Agreements Knife River Corp entered into Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other financial institutions from time to time party thereto (effective 2023-05-31). - Action: entry - Agreement: credit facility - Counterparty: JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other financial institutions from time to time party thereto - Effective: 2023-05-31 source text: On May 31, 2023 (the “Closing Date”), the Company entered into a new credit agreement (the “Credit Agreement”), as borrower, together with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other financial institutions from time to time party thereto. evidence_url: https://www.sec.gov/Archives/edgar/data/1955520/000114036123027662/0001140361-23-027662-index.htm - Material Agreements Knife River Corp entered into Separation and Distribution Agreement with MDU Resources Group, Inc. (effective 2023-05-30). - Action: entry - Agreement: supply - Counterparty: MDU Resources Group, Inc. - Effective: 2023-05-30 source text: On May 30, 2023, Knife River Corporation (formerly known as Knife River Holding Company) (the “Company” or “Knife River”) entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”) with MDU Resources Group, Inc. (“MDU Resources”), pursuant to which MDU Resources agreed to transfer its wholly owned subsidiary KRC Materials, Inc. (formerly known as Knife River Corporation) to the Company (the “Separation”) and distribute approximately 90% of the outstanding common stock of the Company to MDU Resources’ stockholders of record as of the close of business on May 22, 2023 (the “Distribution”). evidence_url: https://www.sec.gov/Archives/edgar/data/1955520/000114036123027662/0001140361-23-027662-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.