MDU Resources enters forward sale for 10.15M shares at $19.04, borrows and sells to underwriters

MDU RESOURCES GROUP INC

Forward sale agreements executed Dec 3 with Wells Fargo, BofA, JPMorgan for aggregate 10,152,284 shares of common stock.
Forward shares borrowed from third parties and sold to underwriters on Dec 5; underwriters have 30-day option for up to 1,522,842 additional shares.
Initial forward price $19.04 per share; adjusts daily by overnight bank funding rate minus 0.75% spread; maturity Dec 6, 2027.
MDU may elect physical, cash, or net share settlement; physical settlement will result in dilution to EPS.
Dilution expected only when average market price exceeds adjusted forward price; treasury stock method applied until settlement.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

MDU RESOURCES GROUP INC entered into Forward Sale Agreements with each of Wells Fargo Bank, National Association, Bank of America, N.A. and JPMorgan Chase Bank, National Association, New York Branch (effective 2025-12-03).

Action: entry
Agreement: equity purchase
Counterparty: each of Wells Fargo Bank, National Association, Bank of America, N.A. and JPMorgan Chase Bank, National Association, New York Branch
Effective: 2025-12-03

Exact text from the filing

On December 3, 2025, MDU Resources Group, Inc. (the “Company”) entered into separate forward sale agreements (the “Forward Sale Agreements”) with each of Wells Fargo Bank, National Association, Bank of America, N.A. and JPMorgan Chase Bank, National Association, New York Branch (the “Forward Purchasers”), relating to an aggregate of 10,152,284 shares (the “Forward Shares”) of the Company’s common stock, par value $1.00 per share (the “Common Stock”), to be borrowed from third parties and sold by the Forward Sellers (as defined below) to the Underwriters (as defined below).

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MDU RESOURCES GROUP INC filing history →

Source: SEC EDGAR

accession 0001539497-25-003175

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