Knife River Corp 10-Q for FY2026 Q1
Knife River Corp (KNF)
10-Q
2026-05-05
For: 2026-03-31
View Original
Added on
May 05, 2026
About this 10-Q
Knife River Corp filed this 10-Q on May 5, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $410.13M
- up 16.0% from $353.47M a year earlier
- Net loss
- $79.18M
- compared with a net loss of $68.71M a year earlier
- Diluted EPS
- -$1.40
- compared with -$1.21 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2026
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _____________ to ______________
Commission file number 1-41642
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices)
(Zip Code)
(701 ) 530-1400
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
☒ | Accelerated Filer | ☐ | |||||||||
Non-Accelerated Filer | ☐ | Smaller Reporting Company | |||||||||
Emerging Growth Company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ .
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of April 30, 2026: 56,753,855 shares.
| Index | |||||
| Page | |||||
Unless otherwise stated or the context otherwise requires, references in this report to “Knife River,” the “Company,” “we,” “our,” or “us” refer to Knife River Corporation and its consolidated subsidiaries.
2
Introduction
Knife River is an aggregates-based, vertically integrated construction materials and contracting services company with 1.3 billion tons of aggregate reserves as of December 31, 2025. About 35 percent of these aggregates support internal production of ready-mix concrete, asphalt, and various contracting services, including heavy-civil and concrete construction. Our company targets mid-size, higher-growth markets and is dedicated to growth and stakeholder value through our core values: People, Safety, Quality, and the Environment.
We supply construction materials and contracting services in the United States and operate across 15 states, mainly serving public-sector infrastructure projects like highways and bridges. Our access to high-quality aggregates supports our vertically integrated model, allowing us to share resources and maximize efficiency. Products are transported by truck, rail, or barge, depending on the market. Strategically located aggregate sites, plants, and a large fleet help us serve customers effectively. This integrated approach provides scale, efficiency, and operational excellence, benefiting customers, shareholders, and communities.
Our business is organized into four operating segments, each of which is also a reportable segment. Three of the reportable segments are aligned by key geographic areas, West, Mountain and Central. Each geographic segment offers a vertically integrated suite of products and services, including aggregates, ready-mix concrete, asphalt and contracting services. The Energy Services segment, which has locations throughout our geographic footprint, produces and supplies liquid asphalt and related services, primarily for use in asphalt road construction. For more information on our business segments, see Note 15 of the Notes to Consolidated Financial Statements.
3
Part I -- Financial Information
Item 1. Financial Statements
Knife River Corporation | ||||||||||||||
| Consolidated Statements of Operations | ||||||||||||||
| (Unaudited) | ||||||||||||||
| Three Months Ended | ||||||||||||||
| March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| (In thousands, except per share amounts) | ||||||||||||||
| Revenue: | ||||||||||||||
| Construction materials | $ | $ | ||||||||||||
| Contracting services | ||||||||||||||
| Total revenue | ||||||||||||||
| Cost of revenue: | ||||||||||||||
| Construction materials | ||||||||||||||
| Contracting services | ||||||||||||||
| Total cost of revenue | ||||||||||||||
Gross loss | ( | ( | ||||||||||||
| Selling, general and administrative expenses | ||||||||||||||
| Operating loss | ( | ( | ||||||||||||
| Interest expense | ||||||||||||||
Other (expense) income | ( | |||||||||||||
| Loss before income taxes | ( | ( | ||||||||||||
| Income tax benefit | ( | ( | ||||||||||||
| Net loss | $ | ( | $ | ( | ||||||||||
| Net loss per share | ||||||||||||||
| Basic | $ | ( | $ | ( | ||||||||||
| Diluted | $ | ( | $ | ( | ||||||||||
| Weighted average common shares outstanding: | ||||||||||||||
| Basic | ||||||||||||||
| Diluted | ||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
| Knife River Corporation | |||||||||||||||||
| Consolidated Statements of Comprehensive Income | |||||||||||||||||
| (Unaudited) | |||||||||||||||||
| Three Months Ended | |||||||||||||||||
| March 31, | |||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| (In thousands) | |||||||||||||||||
| Net loss | $ | ( | $ | ( | |||||||||||||
| Other comprehensive income: | |||||||||||||||||
| Postretirement liability adjustment: | |||||||||||||||||
Amortization of postretirement liability losses included in net periodic benefit cost, net of tax of $ | |||||||||||||||||
| Postretirement liability adjustment | |||||||||||||||||
| Other comprehensive income | |||||||||||||||||
Comprehensive loss attributable to common stockholders | $ | ( | $ | ( | |||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
| Knife River Corporation | |||||||||||
| Consolidated Balance Sheets | |||||||||||
| (Unaudited) | |||||||||||
| March 31, 2026 | March 31, 2025 | December 31, 2025 | |||||||||
| (In thousands, except shares and per share amounts) | |||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash, cash equivalents and restricted cash | $ | $ | $ | ||||||||
| Receivables, net | |||||||||||
Contract assets | |||||||||||
| Inventories | |||||||||||
| Prepayments and other current assets | |||||||||||
| Total current assets | |||||||||||
| Noncurrent assets: | |||||||||||
| Net property, plant and equipment | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Investments and other | |||||||||||
| Total noncurrent assets | |||||||||||
| Total assets | $ | $ | $ | ||||||||
| Liabilities and Stockholders' Equity | |||||||||||
| Current liabilities: | |||||||||||
| Long-term debt - current portion | $ | $ | $ | ||||||||
| Accounts payable | |||||||||||
Contract liabilities | |||||||||||
| Accrued compensation | |||||||||||
| Accrued interest | |||||||||||
| Current operating lease liabilities | |||||||||||
Other taxes payable | |||||||||||
| Other accrued liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Noncurrent liabilities: | |||||||||||
| Long-term debt | |||||||||||
| Deferred income taxes | |||||||||||
| Noncurrent operating lease liabilities | |||||||||||
| Other | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Stockholders' equity: | |||||||||||
Common stock, | |||||||||||
| Other paid-in capital | |||||||||||
| Retained earnings | |||||||||||
Treasury stock held at cost - | ( | ( | ( | ||||||||
| Accumulated other comprehensive loss | ( | ( | ( | ||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | $ | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
| Knife River Corporation | ||||||||||||||||||||||||||||||||
| Consolidated Statements of Equity | ||||||||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||
| Common Stock | Other Paid-in Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Loss | ||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Total | ||||||||||||||||||||||||||||
| (In thousands, except shares) | ||||||||||||||||||||||||||||||||
At December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | ||||||||||||||||||||||||||
Stock-based compensation expense | — | — | — | — | — | — | ||||||||||||||||||||||||||
Common stock issued for employee compensation, net of tax withholding | ( | — | — | — | — | ( | ||||||||||||||||||||||||||
| At March 31, 2026 | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| Knife River Corporation | ||||||||||||||||||||||||||||||||
| Consolidated Statements of Equity | ||||||||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||
| Common Stock | Other Paid-in Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Loss | ||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Total | ||||||||||||||||||||||||||||
| (In thousands, except shares) | ||||||||||||||||||||||||||||||||
At December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | ||||||||||||||||||||||||||
Stock-based compensation expense | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Common stock issued for employee compensation, net of tax withholding | ( | — | — | — | — | ( | ||||||||||||||||||||||||||
At March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
7
| Knife River Corporation | ||||||||
| Consolidated Statements of Cash Flows | ||||||||
| (Unaudited) | ||||||||
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| (In thousands) | ||||||||
| Operating activities: | ||||||||
| Net loss | $ | ( | $ | ( | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation, depletion and amortization | ||||||||
| Deferred income taxes | ( | |||||||
| Provision for credit losses | ||||||||
| Amortization of debt issuance costs | ||||||||
| Employee stock-based compensation costs | ||||||||
| Pension and postretirement benefit plan net periodic benefit cost | ||||||||
| Unrealized losses on investments | ||||||||
| Gains on sales of assets | ( | ( | ||||||
Gain on bargain purchase | ( | |||||||
| Equity in (losses) earnings of unconsolidated affiliates | ( | |||||||
| Changes in current assets and liabilities, net of acquisitions: | ||||||||
| Receivables | ||||||||
| Inventories | ( | ( | ||||||
| Other current assets | ( | ( | ||||||
| Accounts payable | ( | ( | ||||||
| Other current liabilities | ( | ( | ||||||
| Pension and postretirement benefit plan contributions | ( | ( | ||||||
| Other noncurrent changes | ||||||||
| Net cash used in operating activities | ( | ( | ||||||
| Investing activities: | ||||||||
| Capital expenditures | ( | ( | ||||||
| Acquisitions, net of cash acquired | ( | ( | ||||||
| Net proceeds from sale or disposition of property and other | ||||||||
| Investments | ( | ( | ||||||
| Net cash used in investing activities | ( | ( | ||||||
| Financing activities: | ||||||||
| Issuance of long-term debt | ||||||||
| Repayment of long-term debt | ( | ( | ||||||
| Debt issuance costs | ( | |||||||
Tax withholding on stock-based compensation | ( | ( | ||||||
| Net cash provided by financing activities | ||||||||
| Decrease in cash, cash equivalents and restricted cash | ( | ( | ||||||
| Cash, cash equivalents and restricted cash -- beginning of year | ||||||||
| Cash, cash equivalents and restricted cash -- end of period | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
8
Knife River Corporation
Notes to Consolidated
Financial Statements
March 31, 2026 and 2025
(Unaudited)
Note 1 - Background
At Knife River, we are a people-first construction materials and contracting services company. We provide construction materials and contracting services to build safe roads, bridges, airport runways and other critical infrastructure needs that connect people with where they want to go and with the supplies they need. We are one of the leading providers of crushed stone and sand and gravel in the United States and operate across 15 states. We conduct our operations through four reportable segments: West, Mountain, Central and Energy Services.
Note 2 - Basis of Presentation
The accompanying consolidated interim financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Interim financial statements do not include all disclosures provided in annual financial statements and, accordingly, these financial statements should be read in conjunction with the Company's 2025 Annual Report on Form 10-K (Annual Report). The information is unaudited but includes adjustments that are, in the opinion of management, necessary for a fair presentation of the accompanying consolidated interim financial statements and are of a normal recurring nature.
All revenues and costs, as well as assets and liabilities, directly associated with our business activities are included in the consolidated financial statements. General corporate expenses are included in the Consolidated Statements of Operations within selling, general and administrative expenses and other income.
On March 7, 2025, we acquired Strata Corporation (Strata), a leading construction materials and contracting services provider in North Dakota and northwestern Minnesota. The purchase price for Strata totaled $454.0 million and was subject to post-closing adjustments. The results of operations and balance sheet accounts for Strata are included in the consolidated financial statements from the date of acquisition.
In December 2025, we reclassified our retention receivables of $42.8 million on a contract-by-contract basis from accounts receivable. The reclassification resulted in an increase to contract assets of $31.8 million and a decrease to contract liabilities of $11.0 million. This reclassification was due to FASB’s clarification of retention receivables under ASC 606 and was applied on a prospective basis. Prior years quarters were not revised.
Principles of consolidation
Use of estimates
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Estimates are used for items such as long-lived assets and goodwill; fair values of acquired assets and liabilities under the acquisition method of accounting; aggregate reserves; property depreciable lives; tax provisions; revenue recognized using the cost-to-cost measure of progress for contracts; expected credit losses; environmental and other loss contingencies; costs on contracting services contracts; actuarially determined benefit costs; asset retirement obligations; present value of right-of-use assets and lease liabilities; and the valuation of stock-based compensation. These estimates are based on management’s best knowledge of current events, historical experience, actions that we may undertake in the future and on various other assumptions that are believed to be reasonable under the circumstances. As additional information becomes available, or actual amounts are determinable, the recorded estimates are revised. Consequently, operating results can be affected by revisions to prior accounting estimates.
9
Cash, cash equivalents and restricted cash
| March 31, 2026 | March 31, 2025 | December 31, 2025 | |||||||||
| (In thousands) | |||||||||||
Cash and cash equivalents | $ | $ | $ | ||||||||
Restricted cash | |||||||||||
Cash, cash equivalents and restricted cash | $ | $ | $ | ||||||||
Seasonality of operations
Some of our operations are seasonal and revenues from, and certain expenses for, such operations may fluctuate significantly among quarterly periods, with lower activity in the winter months and higher activity in the summer months. Accordingly, the interim results for particular segments, and for Knife River as a whole, may not be indicative of results for the full fiscal year or other future periods.
Note 3 - New Accounting Standards
The following table provides a brief description of the accounting pronouncements applicable to us and the potential impact on our consolidated financial statements and/or disclosures:
Recently issued ASU's not yet adopted | |||||||||||
ASU 2024-03 -Disaggregation of Income Statement Expenses | In November 2024, the FASB issued guidance on modifying the disclosure requirements to improve the disclosures for a public entity's expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The guidance is to be applied either on a prospective basis to the financial statements issued for reporting periods after the effective date or on a retrospective basis to the financial statements to all prior periods presented in the financial statements. Early adoption is permitted. | Annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. | We are currently evaluating the impact the guidance will have on our disclosures for the year ended December 31, 2027 and interim periods for fiscal year 2028. | ||||||||
ASU 2025-06 - Targeted Improvements to the Accounting for Internal-Use Software | In September 2025, the FASB issued guidance to provide targeted improvements to the accounting for internal-use software which is intended to modernize the recognition and capitalization framework to reflect current software development practices. Under this guidance, eligible software development costs will begin capitalization when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. | Annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. | We are currently evaluating the impact this guidance will have on our financial statements and disclosures. | ||||||||
Note 4 - Receivables and Allowance for Expected Credit Losses
| March 31, 2026 | March 31, 2025 | December 31, 2025 | |||||||||
| (In thousands) | |||||||||||
| Trade receivables | $ | $ | $ | ||||||||
| Contract receivables | |||||||||||
| Receivables, gross | |||||||||||
| Less expected credit loss | |||||||||||
| Receivables, net | $ | $ | $ | ||||||||
Our expected credit losses are determined through a review using historical credit loss experience; changes in asset specific characteristics; current conditions; and reasonable and supportable future forecasts, among other specific account data, and is performed at least quarterly. We develop and document our methodology to determine our allowance for expected credit losses. Risk characteristics used by management may include customer mix, knowledge of customers and general economic conditions of
10
Details of our expected credit losses were as follows:
| West | Mountain | Central | Energy Services | Total | |||||||||||||
(In thousands) | |||||||||||||||||
As of December 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||
Current expected credit loss provision | ( | ||||||||||||||||
| Less write-offs charged against the allowance | |||||||||||||||||
At March 31, 2026 | $ | $ | $ | $ | $ | ||||||||||||
| West | Mountain | Central | Energy Services | Total | |||||||||||||
(In thousands) | |||||||||||||||||
| As of December 31, 2024 | $ | $ | $ | $ | $ | ||||||||||||
| Current expected credit loss provision | |||||||||||||||||
| Less write-offs charged against the allowance | |||||||||||||||||
At March 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||
Note 5 - Inventories
Inventories on the Consolidated Balance Sheets were as follows:
| March 31, 2026 | March 31, 2025 | December 31, 2025 | |||||||||
| (In thousands) | |||||||||||
| Finished products | $ | $ | $ | ||||||||
| Raw materials | |||||||||||
| Supplies and parts | |||||||||||
| Total | $ | $ | $ | ||||||||
Inventories are valued at the lower of cost or net realizable value using the average cost method. Inventories include production costs incurred as part of our aggregate mining activities. These inventoriable production costs include all mining and processing costs associated with the production of aggregates. Stripping costs incurred during the production phase, which represent costs of removing overburden and waste materials to access mineral deposits, are a component of inventoriable production costs.
11
Note 6 - Net Loss Per Share
| Three Months Ended | ||||||||||||||
| March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| (In thousands, except per share amounts) | ||||||||||||||
| Net loss | $ | ( | $ | ( | ||||||||||
| Weighted average common shares outstanding - basic | ||||||||||||||
Effect of dilutive performance shares and restricted stock units | ||||||||||||||
| Weighted average common shares outstanding - diluted | ||||||||||||||
Shares excluded from the calculation of diluted loss per share | ||||||||||||||
| Net loss per share-basic | $ | ( | $ | ( | ||||||||||
| Net loss per share-diluted | $ | ( | $ | ( | ||||||||||
Note 7 - Accumulated Other Comprehensive Loss
Comprehensive income (loss) is comprised of net income (loss) and other comprehensive income (loss). The only component of other comprehensive income (loss) is the amortization of postretirement liability losses for our benefit plans. As of March 31, 2026 and 2025, and December 31, 2025, accumulated other comprehensive loss was $10.1 million, $9.2 million and $10.3 million, respectively.
Note 8 - Revenue from Contracts with Customers
12
Disaggregation
In the following tables, revenue is disaggregated by category for each segment and includes sales of materials to both third parties and internal customers. Due to consolidation requirements, the internal sales revenues must be eliminated against the construction materials product used in downstream materials and contracting services to arrive at the external operating revenues. We believe this level of disaggregation best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. For more information on the Company’s reportable segments, see Note 15.
| Three Months Ended March 31, 2026 | West | Mountain | Central | Energy Services | Corporate Services and Eliminations | Total | ||||||||||||||
(In thousands) | ||||||||||||||||||||
| Aggregates | $ | $ | $ | $ | $ | $ | ||||||||||||||
| Ready-mix concrete | ||||||||||||||||||||
| Asphalt | ||||||||||||||||||||
Liquid asphalt | ||||||||||||||||||||
| Other | ||||||||||||||||||||
| Contracting services public-sector | ||||||||||||||||||||
| Contracting services private-sector | ||||||||||||||||||||
| Internal sales | ( | ( | ( | ( | ( | ( | ||||||||||||||
Revenues from contracts with customers | $ | $ | $ | $ | $ | $ | ||||||||||||||
| Three Months Ended March 31, 2025 | West | Mountain | Central | Energy Services | Corporate Services and Eliminations | Total | ||||||||||||||
(In thousands) | ||||||||||||||||||||
| Aggregates | $ | $ | $ | $ | $ | $ | ||||||||||||||
| Ready-mix concrete | ||||||||||||||||||||
| Asphalt | ||||||||||||||||||||
Liquid asphalt | ||||||||||||||||||||
| Other | ||||||||||||||||||||
| Contracting services public-sector | ||||||||||||||||||||
| Contracting services private-sector | ||||||||||||||||||||
| Internal sales | ( | ( | ( | ( | ( | ( | ||||||||||||||
Revenues from contracts with customers | $ | $ | $ | $ | $ | $ | ||||||||||||||
Note 9 - Uncompleted Contracts
The timing of revenue recognition may differ from the timing of invoicing to customers. The timing of invoicing to customers does not necessarily correlate with the timing of revenues being recognized under the cost-to-cost method of accounting. Contracts from contracting services are billed as work progresses in accordance with agreed upon contractual terms. Generally, billing to the customer occurs contemporaneous to revenue recognition. A variance in timing of the billings may result in a contract asset or a contract liability. A contract asset occurs when revenues are recognized under the cost-to-cost measure of progress, which exceeds amounts billed on uncompleted contracts. Such amounts will be billed as standard contract terms allow, usually based on various measures of performance or achievement. A contract liability occurs when there are billings in excess of revenues recognized under the cost-to-cost measure of progress on uncompleted contracts. Contract liabilities decrease as revenue is recognized from the satisfaction of the related performance obligation.
The changes in contract assets and liabilities were as follows:
| March 31, 2026 | December 31, 2025 | Change | |||||||||
| (In thousands) | |||||||||||
Contract assets1 | $ | $ | $ | ( | |||||||
Contract liabilities1 | ( | ( | |||||||||
Net contract assets | $ | $ | $ | ||||||||
1Following the issuance of the FASB Staff Educational Paper on Topic 606: Presentation and Disclosure of Retainage for Construction Contractors, we have reclassed retention receivables on a contract-by-contract basis from accounts receivable to contract assets and liabilities. The change in presentation was on a prospective basis beginning with balances as of December 31, 2025.
13
| March 31, 2025 | December 31, 2024 | Change | |||||||||
| (In thousands) | |||||||||||
Contract assets | $ | $ | $ | ( | |||||||
| Contract liabilities | ( | ( | |||||||||
Net contract liabilities | $ | ( | $ | ( | $ | ( | |||||
We recognized $27.6 million in revenue for the three months ended March 31, 2026, which was previously included in contract liabilities at December 31, 2025. We recognized $28.2 million in revenue for the three months ended March 31, 2025, which was previously included in contract liabilities at December 31, 2024.
We recognized a net increase in revenues of $4.2 million and $8.0 million for the three months ended March 31, 2026 and 2025, respectively, from performance obligations satisfied in prior periods.
Remaining performance obligations
The remaining performance obligations, also referred to as backlog, include unrecognized revenues that we reasonably expect to be realized. These unrecognized revenues can include: projects that have a written award, a letter of intent, a notice to proceed, an agreed upon work order to perform work on mutually accepted terms and conditions, and change orders or claims to the extent management believes additional contract revenues will be earned and are deemed probable of collection. The majority of our contracts for contracting services have an original duration of less than one year.
At March 31, 2026, our remaining performance obligations were $1.2 billion. We expect to recognize the following revenue amounts in future periods related to these remaining performance obligations: $913.9 million within the next 12 months or less; $155.3 million within the next 13 to 24 months; and $99.6 million in 25 months or more.
Note 10 - Acquisitions and Dispositions
Acquisitions
The following acquisitions were accounted for as business combinations in accordance with ASC 805 - Business Combinations. The results of the business combinations have been included in the Company's Consolidated Financial Statements beginning on the acquisition dates. Pro forma financial amounts reflecting the effects of the business combinations are not presented, as none of these business combinations, individually or in the aggregate, were material to our financial position or results of operations.
Acquisitions are also subject to customary adjustments based on, among other things, the amount of cash, debt and working capital in the business as of the closing date. The amounts included in the Consolidated Balance Sheets for these adjustments are considered provisional until final settlement has occurred.
As of March 31, 2026, the estimated fair value of the assets acquired and liabilities for the acquisitions completed in 2026 were considered provisional as we continue to gather information to finalize the valuation of these assets and liabilities. The fair values are considered provisional until final fair values are determined during the measurement period. We expect to record adjustments as we accumulate the information needed to estimate the fair value of assets acquired and liabilities assumed, including working capital balances, estimated fair value of identifiable intangible assets, property, plant and equipment, total consideration and goodwill. We will utilize market and cost approaches to estimate the fair value of the property, plant and equipment, excluding aggregate reserves. The fair value of aggregate reserves and intangible assets are determined using the income approach. All estimates, key assumptions, and forecasts were either provided by or reviewed by management. We have engaged third-party valuation firms to assist in the analysis and valuation of certain assets. While we chose to utilize third-party valuation firms, the fair value analysis and related valuations represent the conclusions of management and not the conclusions or statements of any third party.
The excess of the total purchase price over the fair value of assets acquired and liabilities assumed has been allocated to goodwill. We believe that the goodwill relates to several factors, including potential synergies related to market opportunities for multiple product offerings and economies of scale expected from combining our operations with the businesses acquired.
During the first three months of 2026, we completed the following three acquisitions:
•Two Montana aggregates-based operations within the Mountain segment; one operation consists of a ready-mix concrete business supported by owned aggregate reserves, while the other includes owned aggregate reserves, ready-mix operations and precast concrete manufacturing capabilities.
•A Utah aggregates-based company in the Mountain segment that consists of owned aggregate reserves, asphalt production and contracting services; this acquisition expanded our footprint into a new state.
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The aggregated purchase consideration for these three acquisitions was $174.2 million, net of cash assumed, and subject to post-closing adjustments. These acquisitions were not considered material separately or in the aggregate. The acquisitions resulted in the recognition of $8.6 million of current assets; $120.8 million of assets in property, plant and equipment; $54.2 million of goodwill; $5.3 million of intangible assets, which included $4.1 million of backlog and $1.2 million of customer relationships; $8.5 million deferred income tax liability; $5.7 million of current liabilities; and $547,000 of noncurrent liabilities - other. The revenue and net income (loss) of these acquisitions was immaterial for the three months ended March 31, 2026.
During 2025, we completed five acquisitions with an aggregated purchase price of $622.2 million, subject to future post-closing adjustments. As of March 31, 2026, the purchase accounting was complete on three of the acquisitions and no material adjustments were needed. During the first quarter of 2026, we recorded a reduction to goodwill of $780,000 , related to an increase of $3.0 million in intangibles and a decrease of $2.2 million in property, plant and equipment for acquisitions completed in 2025.
For the three months ended March 31, 2026 and 2025, we incurred acquisition-related costs on completed and other potential acquisitions of $2.0 million and $5.3 million, respectively. These costs are included in our Corporate Services in selling, general and administrative expenses on the Consolidated Statement of Operations.
Dispositions
On March 7, 2025, we sold four ready-mix plant operations for total proceeds of $14.5 million. The ready-mix plant operations were acquired by us as part of the Strata acquisition and subsequently sold to a third-party. The ready-mix plants were included in assets held for sale on the opening balance sheet for Strata at the time of the acquisition.
Note 11 - Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill were as follows:
| Balance at January 1, 2026 | Goodwill Acquired During the Year | Measurement Period Adjustments | Balance at March 31, 2026 | ||||||||||||||
| (In thousands) | |||||||||||||||||
| West | $ | $ | $ | $ | |||||||||||||
| Mountain | |||||||||||||||||
| Central | ( | ||||||||||||||||
| Energy Services | |||||||||||||||||
| Total | $ | $ | $ | ( | $ | ||||||||||||
| Balance at January 1, 2025 | Goodwill Acquired During the Year | Measurement Period Adjustments | Balance at March 31, 2025 | ||||||||||||||
| (In thousands) | |||||||||||||||||
| West | $ | $ | $ | $ | |||||||||||||
| Mountain | |||||||||||||||||
| Central | |||||||||||||||||
| Energy Services | |||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||
| Balance at January 1, 2025 | Goodwill Acquired During the Year | Measurement Period Adjustments | Balance at December 31, 2025 | ||||||||||||||
| (In thousands) | |||||||||||||||||
| West | $ | $ | $ | $ | |||||||||||||
| Mountain | |||||||||||||||||
| Central | ( | ||||||||||||||||
| Energy Services | ( | ||||||||||||||||
| Total | $ | $ | $ | ( | $ | ||||||||||||
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Other amortizable intangible assets were as follows:
| March 31, 2026 | March 31, 2025 | December 31, 2025 | |||||||||
| (In thousands) | |||||||||||
| Customer relationships | $ | $ | $ | ||||||||
| Less accumulated amortization | |||||||||||
| Noncompete agreements | |||||||||||
| Less accumulated amortization | |||||||||||
Tradename | |||||||||||
| Less accumulated amortization | |||||||||||
Backlog | |||||||||||
Less accumulated amortization | |||||||||||
| Other | |||||||||||
| Less accumulated amortization | |||||||||||
| Total | $ | $ | $ | ||||||||
The previous tables include goodwill and intangible assets associated with the business combinations completed in 2026 and 2025. For more information related to these business combinations, see Note 10.
Amortization expense for amortizable intangible assets for the three months ended March 31, 2026 and 2025 was $3.1 million and $1.1 million, respectively. Estimated amortization expense for identifiable intangible assets as of March 31, 2026, was:
| Remainder of 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | |||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Amortization expense | $ | $ | $ | $ | $ | $ | ||||||||||||||
Note 12 - Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The fair value guidance establishes a hierarchy for grouping assets and liabilities, based on the significance of inputs. The estimated fair values of the assets and liabilities measured on a recurring basis are determined using the market approach.
Financial instruments measured at fair value on a recurring basis
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The Company's assets measured at fair value on a recurring basis were as follows:
| Fair Value Measurements at March 31, 2026, Using | ||||||||||||||
| Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Balance at March 31, 2026 | |||||||||||
| (In thousands) | ||||||||||||||
| Assets: | ||||||||||||||
| Money market funds | $ | $ | $ | $ | ||||||||||
Insurance contracts | ||||||||||||||
| Total assets measured at fair value | $ | $ | $ | $ | ||||||||||
| Fair Value Measurements at March 31, 2025, Using | ||||||||||||||
| Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Balance at March 31, 2025 | |||||||||||
| (In thousands) | ||||||||||||||
| Assets: | ||||||||||||||
| Money market funds | $ | $ | $ | $ | ||||||||||
Insurance contracts | ||||||||||||||
| Total assets measured at fair value | $ | $ | $ | $ | ||||||||||
| Fair Value Measurements at December 31, 2025, Using | ||||||||||||||
| Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Balance at December 31, 2025 | |||||||||||
| (In thousands) | ||||||||||||||
| Assets: | ||||||||||||||
| Money market funds | $ | $ | $ | $ | ||||||||||
Insurance contracts | ||||||||||||||
| Total assets measured at fair value | $ | $ | $ | $ | ||||||||||
Our Level 2 money market funds are valued at the net asset value of shares held at the end of the period, based on published market quotations on active markets, or using other known sources including pricing from outside sources. The estimated fair value of the Level 2 insurance contracts is based on contractual cash surrender values that are determined primarily by investments in managed separate accounts of the insurer. These amounts approximate fair value. The managed separate accounts are valued based on other observable inputs or corroborated market data.
Though we believe the methods used to estimate fair value are consistent with those used by other market participants, the use of other methods or assumptions could result in a different estimate of fair value.
Nonfinancial instruments measured at fair value on a nonrecurring basis
We apply the provisions of the fair value measurement standard to our nonrecurring, non-financial measurements, including long-lived asset impairments. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. We review the carrying value of our long-lived assets, excluding goodwill, whenever events or changes in circumstances indicate that such carrying amounts may not be recoverable.
The assets and liabilities of the acquisitions that occurred through March 31, 2026 and 2025 were calculated using a market or cost approach. The fair value of some of the assets was determined based on Level 3 inputs including estimated future cash flows, discount rates, growth rates and sales projections, all of which require significant management judgment. For more information on these Level 2 and 3 fair value measurements, see Note 10.
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Our long-term debt is not measured at fair value on the Consolidated Balance Sheets and the fair value is being provided for disclosure purposes only. The fair value was categorized as Level 2 in the fair value hierarchy and was based on discounted cash flows using current market interest rates. The estimated fair value of our Level 2 long-term debt was as follows:
| March 31, 2026 | March 31, 2025 | December 31, 2025 | |||||||||
| (In thousands) | |||||||||||
| Carrying amount | $ | $ | $ | ||||||||
| Fair value | $ | $ | $ | ||||||||
The carrying amounts of our remaining financial instruments included in current assets and current liabilities approximate their fair values.
Note 13 - Debt
Certain debt instruments of ours contain restrictive covenants and cross-default provisions. In order to borrow under the debt agreements, we must be in compliance with the applicable covenants and certain other conditions, all of which management believes we, as applicable, were in compliance with at March 31, 2026. In the event we do not comply with the applicable covenants and other conditions, alternative sources of funding may need to be pursued.
Long-term Debt Outstanding Long-term debt outstanding was as follows:
Weighted Average Interest Rate at March 31, 2026 | March 31, 2026 | March 31, 2025 | December 31, 2025 | |||||||||||
| (In thousands) | ||||||||||||||
Term loan A agreement due on March 7, 2030 | % | $ | $ | $ | ||||||||||
Term loan B agreement due on March 8, 2032 | % | |||||||||||||
| Revolving credit agreement | % | |||||||||||||
Senior notes due on May 1, 2031 | % | |||||||||||||
Other notes due on January 1, 2061 | % | |||||||||||||
| Less unamortized debt issuance costs | ||||||||||||||
| Total long-term debt | ||||||||||||||
| Less current maturities | ||||||||||||||
| Net long-term debt | $ | $ | $ | |||||||||||
Schedule of Debt Maturities Long-term debt maturities, which excludes unamortized debt issuance costs, at March 31, 2026, were as follows:
Remainder of 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | |||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Long-term debt maturities | $ | $ | $ | $ | $ | $ | ||||||||||||||
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Note 14 - Cash Flow Information
Cash expenditures for interest and income taxes were as follows:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| (In thousands) | ||||||||
Interest paid, net | $ | $ | ||||||
| Income taxes paid, net | $ | $ | ||||||
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| (In thousands) | |||||||||||
| Property, plant and equipment additions in accounts payable | $ | $ | |||||||||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ | $ | |||||||||
Accrual for holdback payment related to a business combination | $ | $ | |||||||||
Note 15 - Business Segment Data
We focus on the vertical integration of our products and services by offering customers a single source for construction materials and related contracting services. We operate in 15 states across the United States through our four operating segments: West, Mountain, Central and Energy Services, each of which is also a reportable segment. Each segment’s performance is evaluated based on segment results without allocating corporate expenses, which include corporate costs associated with accounting, legal, treasury, business development, information technology, human resources, and other corporate expenses that support the operating segments.
Each geographic segment offers a vertically integrated suite of products and services, including aggregates, ready-mix concrete, asphalt and contracting services, while the Energy Services segment produces and supplies liquid asphalt, primarily for use in asphalt road construction, and is a supplier to some of the other segments. Each geographic segment mines, processes and sells construction aggregates (crushed stone and sand and gravel); produces and sells asphalt; and produces and sells ready-mix concrete as well as vertically integrating its contracting services to support the aggregate-based product lines including heavy-civil construction, asphalt and concrete paving, and site development and grading. Although not common to all locations, the geographic segments also sell cement, merchandise and other building materials and related services.
Corporate Services represents the unallocated costs of certain corporate functions, such as accounting, legal, treasury, business development, information technology, human resources and other corporate expenses that support the operating segments. Corporate Services also includes an immaterial amount of external revenue from the Knife River Training Center. We account for intersegment sales and transfers as if the sales or transfers were to third parties. The accounting policies applicable to each segment are consistent with those used in the audited consolidated financial statements.
The preceding information follows the same accounting policies as described in the audited financial statements and notes included in the Company's 2025 Annual Report. Information on our segments was as follows:
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| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | |||||||||||||||||||||||||||||||||||||
| West | Mountain | Central | Energy Services | Total | West | Mountain | Central | Energy Services | Total | |||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||
| Revenues from external customers | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Intersegment revenues | ||||||||||||||||||||||||||||||||||||||
| Total segment revenue | ||||||||||||||||||||||||||||||||||||||
Other revenues1 | ||||||||||||||||||||||||||||||||||||||
| Less: Elimination of intersegment revenue | ||||||||||||||||||||||||||||||||||||||
| Total consolidated revenue | $ | $ | ||||||||||||||||||||||||||||||||||||
| Cost of revenue excluding depreciation, depletion and amortization | ||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses excluding depreciation, depletion and amortization | ||||||||||||||||||||||||||||||||||||||
Other segment items2 | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Total segment EBITDA | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||
Consolidated loss before income taxes | ( | ( | ||||||||||||||||||||||||||||||||||||
| Plus: | ||||||||||||||||||||||||||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||||||||||||||||||||||||||
Interest expense, net3 | ||||||||||||||||||||||||||||||||||||||
| Less unallocated amounts: | ||||||||||||||||||||||||||||||||||||||
Other corporate revenue | ||||||||||||||||||||||||||||||||||||||
Other corporate expenses | ( | ( | ||||||||||||||||||||||||||||||||||||
| Total segment EBITDA | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Assets | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Other assets | ||||||||||||||||||||||||||||||||||||||
| Elimination of intercompany receivables and investment in subsidiaries | ||||||||||||||||||||||||||||||||||||||
| Total consolidated assets | $ | $ | ||||||||||||||||||||||||||||||||||||
1 Other revenues is comprised of revenue included within our corporate services. 2 Other segment items is comprised of other income (expense) items on the income statement. 3 Interest expense, net is interest expense net of interest income. | ||||||||||||||||||||||||||||||||||||||
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Note 16 - Commitments and Contingencies
We are party to claims and lawsuits arising out of our business and that of our consolidated subsidiaries, which may include, but are not limited to, matters involving property damage, personal injury, and environmental, contractual and statutory obligations. We accrue a liability for those contingencies when the incurrence of a loss is probable, and the amount can be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. We do not accrue liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated or when the liability is believed to be only reasonably possible or remote. For contingencies where an unfavorable outcome is probable or reasonably possible and which are material, we disclose the nature of the contingency and, in some circumstances, an estimate of the possible loss. Accruals are based on the best information available, but in certain situations management is unable to estimate an amount or range of a reasonably possible loss, including, but not limited to, when: (1) the damages are unsubstantiated or indeterminate, (2) the proceedings are in the early stages, (3) numerous parties are involved, or (4) the matter involves novel or unsettled legal theories.
At March 31, 2026 and 2025, and December 31, 2025, we accrued contingent liabilities as a result of litigation, which have not been discounted, of $3.2 million, $3.4 million and $3.3 million, respectively. At March 31, 2026, we also recorded corresponding insurance receivables of $145,000 . At March 31, 2025 and December 31, 2025, there were no
Environmental matters
Knife River Corporation - Northwest is a party to claims for the cleanup of a superfund site in Portland, Oregon. There were no material changes to the environmental matters that were previously reported in the audited financial statements and notes included in our 2025 Annual Report.
Guarantees
We have outstanding obligations to third parties where we have guaranteed our performance. These guarantees are related to contracts for contracting services and certain other guarantees. At March 31, 2026, the fixed maximum amounts guaranteed under these agreements aggregated to $11.5 million, all of which have no scheduled maturity date. Certain of the guarantees also have no fixed maximum amounts specified. There were no amounts outstanding under the previously mentioned guarantees at March 31, 2026.
We have outstanding letters of credit to third parties related to insurance policies and other agreements. At March 31, 2026, the fixed maximum amounts guaranteed under these letters of credit aggregated to $51.8 million. At March 31, 2026, the amounts of scheduled expiration of the maximum amounts guaranteed under these letters of credit aggregate to $756,000 in 2026, $50.9 million in 2027, and $175,000 in 2028. There were no amounts outstanding under the previously mentioned letters of credit at March 31, 2026.
In the normal course of business, we have surety bonds related to contracts for contracting services, reclamation obligations and insurance policies of its subsidiaries. In the event a subsidiary of Knife River does not fulfill a bonded obligation, we would be responsible to the surety bond company for completion of the bonded contract or obligation. A large portion of the surety bonds are expected to expire within the next 12 months; however, we will likely continue to enter into surety bonds for our subsidiaries in the future. At March 31, 2026, approximately $990.4 million of surety bonds were outstanding, which were not reflected on the Consolidated Balance Sheet.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended ("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, projections, 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, Knife River Corporation ("Knife River," the "Company," "we," "our," or "us") may publish or otherwise make available forward-looking statements of this nature, including statements related to its Competitive EDGE strategy (EDGE) implemented to improve margins and to execute on other strategic initiatives aimed at generating long-term profitable growth, shareholder value creation, expected long-term goals, expected backlog margin, acquisitions, financing plans, expected federal and state funding for infrastructure or other proposed strategies.
Forward-looking statements involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed. Our expectations, beliefs and projections are expressed in good faith and are believed to have a reasonable basis, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Nonetheless, our 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 we undertake 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 our 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 our Company, are expressly qualified by the risk factors and cautionary statements reported in the section entitled "Item 1A. Risk Factors" in Part I of the Company's 2025 Annual Report on Form 10-K (Annual Report) and subsequent filings with the United States Securities and Exchange Commission (SEC).
Company Overview
At Knife River, we are a people-first construction materials and contracting services company. We provide construction materials and contracting services to build safe roads, bridges, airport runways and other critical infrastructure needs that connect people with where they want to go and with the supplies they need. We also champion a positive workplace culture by focusing on safety, training, compensation and work-life balance.
We are one of the leading providers of crushed stone and sand and gravel in the United States and operate through four reportable segments across 15 states: West, Mountain, Central and Energy Services. The geographic segments primarily provide aggregates, asphalt and ready-mix concrete, as well as related contracting services such as heavy-civil construction, asphalt paving, concrete construction, site development and grading. The Energy Services segment produces and supplies liquid asphalt and related services, primarily for use in asphalt road construction.
As an aggregates-based construction materials and contracting services company, we have 1.3 billion tons of aggregate reserves supporting our vertically integrated business strategy. About 35 percent of these aggregates are used internally to support value-added downstream products like ready-mix concrete and asphalt, as well as contracting services such as heavy-civil construction, asphalt paving, concrete construction, bridges and in some segments the manufacturing of prestressed concrete products. Our strategically located aggregate sites and associated asphalt and ready-mix plants near mid-sized, higher-growth markets offer transportation advantages, enabling competitive pricing and higher margins. We serve both public and private markets, with public projects making up most of our work and providing stability through economic cycles, which helps offset the cyclical nature of the private markets.
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We provide various products and services and operate a variety of facility types, including aggregate quarries and mines, ready-mix concrete plants, asphalt plants and distribution facilities, in the following states:
•West: Alaska, California, Hawaii, Oregon and Washington
•Mountain: Idaho, Montana, Utah and Wyoming
•Central: Iowa, Minnesota, North Dakota, South Dakota and Texas
•Energy Services: California, Iowa, Nebraska, Oregon, South Dakota, Texas, Washington and Wyoming
The following table presents a summary of products and services provided, as well as modes of transporting those products:
| Products and Services | Modes of Transportation | ||||||||||||||||||||||||||||||||||
| Precast/ | |||||||||||||||||||||||||||||||||||
| Ready-Mix | Construction | Prestressed | Liquid | Heavy | |||||||||||||||||||||||||||||||
| Aggregates | Asphalt | Concrete | Services | Concrete | Asphalt | Cement | Equipment | Trucking | Rail | Barge | |||||||||||||||||||||||||
| West | X | X | X | X | X | X | X | X | X | X | |||||||||||||||||||||||||
| Mountain | X | X | X | X | X | X | X | ||||||||||||||||||||||||||||
| Central | X | X | X | X | X | X | X | X | |||||||||||||||||||||||||||
| Energy Services | X | X | X | ||||||||||||||||||||||||||||||||
Market Conditions and Outlook
Federal and state funding remains strong for a majority of our markets with approximately 80 percent of our historical contracting services revenue each year coming from public-sector projects, enhancing stability through market cycles. For more information on factors that may negatively impact our business, see the section entitled "Item 1A. Risk Factors" in Part I of the Company's 2025 Annual Report.
Backlog. Our contracting services backlog was as follows:
| March 31, 2026 | March 31, 2025 | December 31, 2025 | |||||||||
| (In millions) | |||||||||||
| West | $ | 180.3 | $ | 242.1 | $ | 203.6 | |||||
| Mountain | 500.4 | 418.3 | 395.7 | ||||||||
| Central | 488.1 | 278.3 | 432.8 | ||||||||
| $ | 1,168.8 | $ | 938.7 | $ | 1,032.1 | ||||||
Expected margins on backlog at March 31, 2026, were lower compared to the expected margins on backlog at March 31, 2025. Of the $1.2 billion of backlog at March 31, 2026, we expect to complete approximately $914 million in the 12 months following March 31, 2026. Approximately 88 percent of our backlog at March 31, 2026, is related to publicly funded projects, including street and highway construction projects, which are driven primarily by public works projects for state departments of transportation (DOT). Further, there continues to be infrastructure development, as discussed in the following section on Public Funding, which is expected to continue to provide bidding opportunities in our markets.
Period-over-period increases or decreases in backlog may not be indicative of future revenues, margins, net income or earnings before interest, taxes, depreciation, depletion and amortization (EBITDA). See the section entitled “Item 1A. Risk Factors” in Part I of the Company's 2025 Annual Report for a list of factors that can cause revenues to be realized in periods and at levels that are different from originally projected.
Public Funding. Funding for public projects is dependent on federal and state funding, such as appropriations to the Federal Highway Administration. Currently, states have continued moving forward with allocating funds from federal programs, such as the Infrastructure Investment and Jobs Act (IIJA), which is authorized to provide $1.2 trillion in funding from 2022 through 2026. As of March 2026, approximately 43 percent of IIJA formula funding had yet to be spent in our 15 state operating market. While each market is unique, the DOT budgets in most of the states where we operate remain strong. Eleven of our 15 states have record DOT budgets for the 2026 fiscal year, representing a combined 15 percent increase over 2025.
In 2025, the American Society of Civil Engineers published its 2025 Report Card for America's Infrastructure, assigning the United States roads a "D+" grade and estimating that between 2024 and 2033, the country will require more funding than what is currently authorized. It is estimated that a total of $2.2 trillion in funding will be needed for our roadway systems to reach a state of good repair during that time period.
Profitability. The management team consistently monitors profit margins and has adopted a proactive approach in supporting long-term profitability objectives and creating shareholder value. In 2023, we launched our EDGE initiatives and established specialized
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teams to deliver training, support higher-margin bidding opportunities across regions and pursue targeted growth opportunities. Process Improvement Teams ("PIT Crews") have focused on improving operational efficiencies, reducing production costs across our materials product lines and optimizing product quality. In addition, we are rolling out new technologies designed to increase productivity and provide enhanced, real-time visibility into daily operations.
We could be subject to downward pressure on our margins due to competitive forces and fluctuations in the prices of raw materials, including diesel fuel, gasoline, natural gas, liquid asphalt, cement and steel. To help offset these pressures, we have utilized various mitigation strategies, such as dynamic pricing, energy escalation clauses in our contracting services contracts, securing materials in advance including the prepurchasing of diesel, fuel surcharges and pursuing other cost-saving measures. During the first quarter of 2026, our teams were successful with these mitigating controls and we have not seen a material impact to our results of operations as a result of the conflict in Iran. We will continue to monitor the effects these economic conditions could have on our business.
Growth. Our management team continues to evaluate growth opportunities, both through organic growth and acquisitions they believe will generate shareholder value. Our business development team is focused on our growth with materials-led businesses in mid-size, higher growth markets, and has several targets at various stages of completion in our acquisition pipeline. During the first quarter of 2026, we finalized three acquisitions within the Mountain region. Two of these transactions will allow us to broaden our presence in Montana, enhancing our ability to supply aggregates and ready-mix concrete to the expanding market in western Montana. Additionally, the acquisition of Morgan Asphalt marks our entry into the Utah market. This acquisition includes aggregate crushing and production operations with reserves projected to last over 30 years, an asphalt manufacturing facility and a range of contracting services such as asphalt paving, excavation and grading, serving both public and private sector customers.
In addition, we are investing in multiple organic projects, including an aggregates expansion project in South Dakota that will increase our production capabilities in the Sioux Falls market. This project is scheduled to be operational in 2027. In Twin Falls, Idaho, we greenfielded new ready-mix operations, which allows us to build a local team in this higher-growth market. The Twin Falls plant is expected to be fully operational in the second quarter of 2026.
Seasonality. We typically experience seasonal losses in the first quarter due to a large portion of our markets being geographically located in the northern part of the country. Generally, construction activity increases in the second quarter and continues throughout the year, contributing to both materials and contracting services volumes. For this reason, we see more pre-production activity and site improvements in the first quarter as we prepare for the upcoming construction season, which provides a benefit to us for the remainder of the year as volumes and sales increase. Some of this pre-production work includes stripping and harvesting at our aggregate sites as well as repairing and mobilizing equipment.
Workforce. As a people-first company, we continually take steps to address safety, recruitment and retention of our employees. Safety is one of Knife River's core values. The fundamental tenets of our "I Choose Safety" program are that safety is a choice and that all injuries are preventable. Our team is committed to work safely every day and we continue to advance our culture of safety through engagement and empowering our team members to take action and make meaningful changes that improve their well-being and the well-being of others.
Our training and development team, based out of the Knife River Training Center, is comprised of professional instructors, who bring a wealth of knowledge and experience to the learning environment. This dedicated team has a long-standing tradition of delivering quality training programs that are both comprehensive and practical. Their expertise helps ensure that our team members receive the highest standard of education and skill development.
24
Consolidated Overview
| Three Months Ended | ||||||||||||||||||||
| March 31, | ||||||||||||||||||||
| 2026 | 2025 | % Change | ||||||||||||||||||
| (In millions) | ||||||||||||||||||||
| Revenue | $ | 410.1 | $ | 353.5 | 16 | % | ||||||||||||||
| Cost of revenue | 412.9 | 363.1 | 14 | % | ||||||||||||||||
Gross loss | (2.8) | (9.6) | 71 | % | ||||||||||||||||
| Selling, general and administrative expenses | 83.5 | 73.1 | 14 | % | ||||||||||||||||
| Operating loss | (86.3) | (82.7) | (4) | % | ||||||||||||||||
| Interest expense | 20.7 | 15.3 | 35 | % | ||||||||||||||||
Other (expense) income | (0.6) | 4.6 | (113) | % | ||||||||||||||||
Loss before income taxes | (107.6) | (93.4) | (15) | % | ||||||||||||||||
Income tax benefit | (28.4) | (24.7) | (15) | % | ||||||||||||||||
Net loss | $ | (79.2) | $ | (68.7) | (15) | % | ||||||||||||||
| EBITDA* | $ | (35.4) | $ | (41.5) | 15 | % | ||||||||||||||
| Adjusted EBITDA* | $ | (31.8) | $ | (38.0) | 16 | % | ||||||||||||||
*EBITDA and Adjusted EBITDA are non-GAAP financial measures. For more information and reconciliations to the nearest GAAP measures, see the section entitled "Non-GAAP Financial Measures."
Revenue includes revenue from the sale of construction materials and contracting services. Revenue for construction materials is recognized at a point in time when delivery of the products has taken place. Contracting services revenue is recognized over time using an input method based on the cost-to-cost measure of progress on a project.
Cost of revenue includes all material, labor and overhead costs incurred in the production process for our products and services. Cost of revenue also includes depreciation, depletion and amortization attributable to the assets used in the production process.
Gross (loss) profit includes revenue less cost of revenue, as defined above, and is the difference between revenue and the cost of making a product or providing a service, before deducting selling, general and administrative expenses, income taxes and interest expense.
Selling, general and administrative expenses include the costs for estimating, bidding and business development, as well as costs related to corporate and administrative functions. Selling expenses can vary depending on the volume of projects in process and the number of employees assigned to estimating and bidding activities. Other general and administrative expenses include outside services; healthcare; information technology; depreciation and amortization; training, travel and entertainment; office supplies; allowance for expected credit losses; gains or losses on the sale of assets; and other miscellaneous expenses.
Other (expense) income includes net periodic benefit costs for our benefit plan expenses, other than service costs; interest income; realized and unrealized gains and losses on investments for our nonqualified benefit plans; earnings or losses on joint venture arrangements; gain on bargain purchase; and other miscellaneous income or expenses.
Income tax (benefit) expense consists of corporate income taxes related to our net income (loss). Income taxes are presented at the corporate services level and not at the individual segments. The effective tax rate can be affected by many factors, including changes in tax laws, regulations or rates, new interpretations of existing laws or regulations and changes to our overall levels of income (loss) before income tax.
The discussion that follows focuses on the key financial measures we use to evaluate the performance of our business, which include revenue, EBITDA and EBITDA margin. EBITDA and EBITDA margin are non-GAAP financial measures used to measure profitability by our management and chief operating decision maker. For more information and reconciliations to the nearest GAAP measures, see the section entitled "Non-GAAP Financial Measures."
25
The following tables summarize our operating results.
| Three Months Ended | ||||||||||||||||||||||||||
| March 31, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
Dollars | Margin | Dollars | Margin | |||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Revenues by segment: | ||||||||||||||||||||||||||
| West | $ | 211.8 | $ | 208.3 | ||||||||||||||||||||||
| Mountain | 81.2 | 66.0 | ||||||||||||||||||||||||
| Central | 101.2 | 67.9 | ||||||||||||||||||||||||
| Energy Services | 20.4 | 13.9 | ||||||||||||||||||||||||
| Total segment revenues | 414.6 | 356.1 | ||||||||||||||||||||||||
| Corporate Services and Eliminations | (4.5) | (2.6) | ||||||||||||||||||||||||
| Consolidated revenues | $ | 410.1 | $ | 353.5 | ||||||||||||||||||||||
EBITDA (a): | ||||||||||||||||||||||||||
| West | $ | 22.2 | 10.5 | % | $ | 24.9 | 12.0 | % | ||||||||||||||||||
| Mountain | (8.2) | (10.1) | % | (16.3) | (24.6) | % | ||||||||||||||||||||
| Central | (26.8) | (26.5) | % | (24.3) | (35.8) | % | ||||||||||||||||||||
| Energy Services | (4.6) | (22.6) | % | (7.8) | (56.0) | % | ||||||||||||||||||||
| Total segment EBITDA (a) | (17.4) | (4.2) | % | (23.5) | (6.6) | % | ||||||||||||||||||||
Corporate Services and Eliminations (b) | (18.0) | N.M. | (18.0) | N.M. | ||||||||||||||||||||||
Consolidated EBITDA (a) | $ | (35.4) | (8.6) | % | $ | (41.5) | (11.7) | % | ||||||||||||||||||
(a)EBITDA, total segment EBITDA, EBITDA margin and total segment EBITDA margin are non-GAAP financial measures. For more information and a reconciliation to the nearest GAAP measure, see the section entitled "Non-GAAP Financial Measures."
(b)N.M. - not meaningful
| Three Months Ended | ||||||||||||||
| March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Sales (thousands): | ||||||||||||||
| Aggregates (tons) | 4,878 | 3,867 | ||||||||||||
| Ready-mix concrete (cubic yards) | 724 | 544 | ||||||||||||
| Asphalt (tons) | 283 | 199 | ||||||||||||
| Average selling price:* | ||||||||||||||
| Aggregates (per ton) | $ | 21.22 | $ | 21.05 | ||||||||||
| Ready-mix concrete (per cubic yard) | $ | 199.76 | $ | 199.26 | ||||||||||
| Asphalt (per ton) | $ | 74.06 | $ | 81.05 | ||||||||||
*The average selling price includes freight and delivery and other revenues.
26
| Three Months Ended | ||||||||||||||||||||||||||
| March 31, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
Dollars | Margin | Dollars | Margin | |||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Revenues by product line: | ||||||||||||||||||||||||||
| Aggregates | $ | 103.5 | $ | 81.4 | ||||||||||||||||||||||
| Ready-mix concrete | 144.5 | 108.5 | ||||||||||||||||||||||||
| Asphalt | 21.0 | 16.1 | ||||||||||||||||||||||||
Liquid asphalt | 18.2 | 12.2 | ||||||||||||||||||||||||
| Other* | 46.6 | 43.5 | ||||||||||||||||||||||||
| Contracting services | 147.8 | 140.1 | ||||||||||||||||||||||||
| Internal sales | (71.5) | (48.3) | ||||||||||||||||||||||||
| Total revenues | $ | 410.1 | $ | 353.5 | ||||||||||||||||||||||
Gross (loss) profit by product line: | ||||||||||||||||||||||||||
| Aggregates | $ | (3.7) | (3.5) | % | $ | (6.0) | (7.4) | % | ||||||||||||||||||
| Ready-mix concrete | 15.5 | 10.7 | % | 8.7 | 8.1 | % | ||||||||||||||||||||
| Asphalt | (4.9) | (23.6) | % | (5.7) | (35.4) | % | ||||||||||||||||||||
Liquid asphalt | (2.7) | (15.0) | % | (4.2) | (34.3) | % | ||||||||||||||||||||
| Other* | (14.8) | (31.8) | % | (13.2) | (30.3) | % | ||||||||||||||||||||
| Contracting services | 7.8 | 5.3 | % | 10.8 | 7.7 | % | ||||||||||||||||||||
Total gross loss | $ | (2.8) | (0.7)% | $ | (9.6) | (2.7)% | ||||||||||||||||||||
*Other includes cement, merchandise, fabric and spreading, and other products and services that individually are not considered to be a core line of business.
Three Months Ended March 31, 2026, Compared to Three Months Ended March 31, 2025
Revenue
Revenue increased $56.6 million, led mostly by ready-mix volumes contributing $35.8 million to the increase followed by an increase in aggregate volumes of $21.5 million, largely driven by recent acquisitions as well as favorable weather allowing for early season contracting services work. Partially offsetting the increased revenue was lower volumes in Hawaii due to significant flooding in the state.
Gross loss
Gross loss improved $6.8 million, largely the result of higher revenues noted above, as well as a decrease in maintenance and pre-production costs.
Selling, general and administrative expenses
As a percentage of revenues, selling, general and administrative expense was 20.4 percent in the first quarter of 2026 compared to 20.7 percent in 2025. Due to the seasonality of our operations, our first quarter selling, general and administrative costs as a percent of revenue are higher than our annualized costs. For the first quarter of 2026, we experienced higher costs, largely as a result of the additional costs associated with the companies acquired in 2025 and the first quarter of 2026, including additional payroll and payroll-related costs and $2.1 million higher purchase accounting-related intangible asset amortization.
Interest expense
Interest expense increased $5.4 million due primarily to higher average debt balances with the issuance of a Term Loan B in March of 2025 and borrowings under our revolving credit facility, offset in part by lower average interest rates.
Other income (expense)
Other income decreased $5.2 million, largely due to the absence of a one-time gain of $3.5 million on the bargain purchase of an aggregate quarry operation in the West segment in prior year, as well as decreased interest income as a result of less cash on hand.
Income tax benefit
Income tax benefit increased $3.7 million, corresponding with higher loss before income taxes. Our effective tax rate for 2026 and 2025 was 26.4 percent.
27
Business Segment Financial and Operating Data
A discussion of key financial data from our business segments follows. We provide segment-level information by revenue, EBITDA and EBITDA margin, as these are the measures of profitability used by our chief operating decision maker to assess operational results.
Results of Operations - West
| Three Months Ended | ||||||||||||||||||||
| March 31, | ||||||||||||||||||||
| 2026 | 2025 | % Change | ||||||||||||||||||
| (In millions) | ||||||||||||||||||||
| Revenue | $ | 211.8 | $ | 208.3 | 2 | % | ||||||||||||||
| EBITDA | $ | 22.2 | $ | 24.9 | (11) | % | ||||||||||||||
| EBITDA margin | 10.5 | % | 12.0 | % | ||||||||||||||||
| Three Months Ended | ||||||||||||||
| March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| (In millions) | ||||||||||||||
| Revenues: | ||||||||||||||
| Aggregates | $ | 64.8 | $ | 56.3 | ||||||||||
| Ready-mix concrete | 73.9 | 69.8 | ||||||||||||
| Asphalt | 12.7 | 8.8 | ||||||||||||
| Other* | 34.7 | 34.4 | ||||||||||||
| Contracting services | 67.8 | 67.6 | ||||||||||||
| Internal sales | (42.1) | (28.6) | ||||||||||||
| $ | 211.8 | $ | 208.3 | |||||||||||
*Other includes cement, merchandise, transportation services and other products that individually are not considered to be a core line of business for the segment.
Three Months Ended March 31, 2026, Compared to Three Months Ended March 31, 2025
Revenue increased $3.5 million for the quarter, primarily due to higher aggregate, ready-mix and asphalt sales volumes in Oregon of $16.8 million, driven by stronger demand in the private sector, timing of projects and contributions from acquisitions completed in 2025. In addition, California's public agency market remained strong and contributed an additional $10.6 million in contracting services and aggregate sales volumes. These improvements were partially offset by lower aggregate, cement and ready-mix sales volumes in Hawaii of $9.3 million due to significant flooding conditions, as well as a decline in contracting services in Oregon due to less available agency work.
EBITDA decreased 11 percent for the quarter, primarily related to the absence of a one-time gain of $3.5 million related to an acquisition recognized as a bargain purchase in the first quarter of 2025. In addition, the significant flooding in Hawaii contributed to the EBITDA decrease. This was partially offset by higher aggregate and ready-mix gross margins in Oregon due to improved volumes mentioned above.
Results of Operations - Mountain
| Three Months Ended | ||||||||||||||||||||
| March 31, | ||||||||||||||||||||
| 2026 | 2025 | % Change | ||||||||||||||||||
| (In millions) | ||||||||||||||||||||
| Revenue | $ | 81.2 | $ | 66.0 | 23 | % | ||||||||||||||
| EBITDA | $ | (8.2) | $ | (16.3) | 49 | % | ||||||||||||||
| EBITDA margin | (10.1) | % | (24.6) | % | ||||||||||||||||
28
| Three Months Ended | ||||||||||||||
| March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| (In millions) | ||||||||||||||
| Revenues: | ||||||||||||||
| Aggregates | $ | 13.5 | $ | 8.0 | ||||||||||
| Ready-mix concrete | 22.6 | 13.1 | ||||||||||||
| Asphalt | 2.9 | 0.5 | ||||||||||||
| Contracting services | 50.8 | 48.0 | ||||||||||||
| Internal sales | (8.6) | (3.6) | ||||||||||||
| $ | 81.2 | $ | 66.0 | |||||||||||
Three Months Ended March 31, 2026, Compared to Three Months Ended March 31, 2025
Revenue increased $15.2 million in the quarter, mainly driven by favorable weather increasing volumes, along with higher pricing for ready-mix, aggregate and asphalt, which contributed $16.9 million of additional revenue to our legacy operations. The favorable weather also allowed for early season contracting services work across the segment, resulting in an additional $1.6 million of revenue. Acquisitions made during the quarter further added to the overall revenue growth.
EBITDA improved $8.1 million for the quarter, largely due to higher revenues as noted above, as well as production cost efficiencies for all product lines. Slightly offsetting was $2.4 million higher selling, general and administrative costs mostly related to additional overhead costs from the three acquired companies during the quarter and increased labor costs.
Results of Operations - Central
| Three Months Ended | ||||||||||||||||||||
| March 31, | ||||||||||||||||||||
| 2026 | 2025 | % Change | ||||||||||||||||||
| (In millions) | ||||||||||||||||||||
| Revenue | $ | 101.2 | $ | 67.9 | 49 | % | ||||||||||||||
| EBITDA | $ | (26.8) | $ | (24.3) | (10) | % | ||||||||||||||
| EBITDA margin | (26.5) | % | (35.8) | % | ||||||||||||||||
| Three Months Ended | ||||||||||||||
| March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| (In millions) | ||||||||||||||
| Revenues: | ||||||||||||||
| Aggregates | $ | 25.2 | $ | 17.1 | ||||||||||
| Ready-mix concrete | 48.0 | 25.6 | ||||||||||||
| Asphalt | 5.4 | 6.8 | ||||||||||||
| Other* | 4.0 | 2.4 | ||||||||||||
| Contracting services | 29.2 | 24.5 | ||||||||||||
| Internal sales | (10.6) | (8.5) | ||||||||||||
| $ | 101.2 | $ | 67.9 | |||||||||||
*Other includes merchandise and other products that individually are not considered to be a core line of business for the segment.
Three Months Ended March 31, 2026, Compared to Three Months Ended March 31, 2025
Revenue increased $33.3 million for the quarter, primarily driven by contributions from companies acquired in 2025. Among these, the acquisition of Texcrete in December led to ready-mix volumes that were more than twice as high in Texas as the prior year. In addition, legacy contracting services increased $3.3 million across the segment as a result of more available work and aggregate volumes increased $5.6 million, largely as a result of data center projects.
29
EBITDA decreased $2.5 million, largely the result of two additional months of seasonal losses at Strata in 2026 and higher selling, general and administrative expenses mostly related to additional overhead costs from the companies acquired in 2025 and increased labor costs. Partially offsetting these decreases was higher ready-mix gross profit as a result of the additional volumes mentioned above and higher contracting services gross profit at our legacy operations.
Results of Operations - Energy Services
| Three Months Ended | ||||||||||||||||||||
| March 31, | ||||||||||||||||||||
| 2026 | 2025 | % Change | ||||||||||||||||||
| (In millions) | ||||||||||||||||||||
| Revenue | $ | 20.4 | $ | 13.9 | 47 | % | ||||||||||||||
| EBITDA | $ | (4.6) | $ | (7.8) | 41 | % | ||||||||||||||
| EBITDA margin | (22.6) | % | (56.0) | % | ||||||||||||||||
| Three Months Ended | ||||||||||||||
| March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| (In millions) | ||||||||||||||
| Revenues: | ||||||||||||||
Liquid Asphalt | $ | 18.2 | $ | 12.2 | ||||||||||
| Other* | 4.0 | 3.0 | ||||||||||||
| Internal sales | (1.8) | (1.3) | ||||||||||||
| $ | 20.4 | $ | 13.9 | |||||||||||
*Other includes fabric and spreading, burner fuels, merchandise and other products that individually are not considered to be a core line of business for the segment.
Three Months Ended March 31, 2026, Compared to Three Months Ended March 31, 2025
Revenue increased $6.5 million, primarily driven by higher sales volumes due to favorable weather across the segment.
EBITDA improved $3.2 million, largely as a result of increased sales volumes, as well as lower operating costs due to lower input costs and the absence of boiler repairs and railcar maintenance incurred in the prior year.
Corporate Services and Eliminations
Corporate Services includes all expenses related to the corporate functions of our company, as well as insurance activity at our captive insurer; interest expense on a majority of our long-term debt; interest income; and unrealized gains or losses on investments for nonqualified benefit plans.
Three Months Ended March 31, 2026, Compared to Three Months Ended March 31, 2025
During the first quarter of 2026, Corporate Services contributed negative EBITDA of $18.0 million, which was comparable to the prior year, as a result of flat selling, general and administrative costs year-over-year. Lower due diligence and integration costs related to corporate development and completed acquisitions were offset by increased salaries and burden.
Liquidity and Capital Resources
At March 31, 2026, we had unrestricted cash and cash equivalents of $13.3 million, working capital of $590.0 million and borrowing capacity of $178.2 million on our revolving credit facility, net of our outstanding letters of credit. Working capital is calculated as current assets less current liabilities. As of March 31, 2026, we had sufficient liquid assets and borrowing capacity to meet our financial commitments, debt obligations and anticipated capital expenditures for at least the next 12 months.
Given the seasonality of our business, we typically experience significant fluctuations in working capital needs and balances throughout the year. Working capital requirements generally increase in the first half of the year as we build up inventory and focus on preparing our equipment, facilities and crews for our construction season. Working capital levels then decrease as the construction season winds down and we collect on receivables.
30
The ability to fund our cash needs will depend on the ongoing ability to generate cash from operations and obtain debt financing with competitive rates. We rely on access to capital markets as sources of liquidity for capital requirements not satisfied by cash flows from operations, particularly in the first half of the year, due to the seasonal nature of the business. Our principal uses of cash in the future will be to fund our operations, working capital needs, capital expenditures, repayment of debt and strategic business development transactions.
Capital expenditures
We are committed to disciplined capital allocation, including reinvesting in our company to maintain fixed assets, improve operations and grow our business.
We currently estimate total 2026 capital expenditures for maintenance and improvement to be between $170 million and $235 million. For the three months ended March 31, 2026, we spent $42.3 million, largely on the replacement of construction equipment and plant improvements.
Additionally, for the three months ended March 31, 2026, we spent $209.2 million on growth initiatives, which comprised of $174.2 million on acquisitions and $35.0 million on aggregate expansion and greenfield projects. For the remainder of 2026, we estimate to spend $101.4 million on organic growth projects. Capital expenditures for future acquisitions and new organic growth opportunities would be incremental to our outlined capital program. It is anticipated that capital expenditures for the remainder of 2026 will be funded by various sources, including cash flows from operations and debt.
Cash flows
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| (In millions) | ||||||||
| Net cash provided by (used in) | ||||||||
| Operating activities | $ | (58.6) | $ | (125.3) | ||||
| Investing activities | (251.0) | (503.6) | ||||||
| Financing activities | 261.7 | 486.3 | ||||||
| Decrease in cash, cash equivalents and restricted cash | (47.9) | (142.6) | ||||||
| Cash, cash equivalents and restricted cash -- beginning of year | 123.4 | 281.1 | ||||||
| Cash, cash equivalents and restricted cash -- end of period | $ | 75.5 | $ | 138.5 | ||||
Operating activities
| Three Months Ended | ||||||||||||||
| March 31, | ||||||||||||||
| 2026 | 2025 | Variance | ||||||||||||
| (In millions) | ||||||||||||||
| Components of net cash used in operating activities: | ||||||||||||||
| Net loss | $ | (79.2) | $ | (68.7) | $ | (10.5) | ||||||||
Adjustments to reconcile net loss to net cash used in operating activities | 51.8 | 38.2 | 13.6 | |||||||||||
| Changes in current assets and liabilities, net of acquisitions: | ||||||||||||||
| Receivables | 52.5 | 41.1 | 11.4 | |||||||||||
| Inventories | (41.1) | (50.4) | 9.3 | |||||||||||
| Other current assets | (33.5) | (35.5) | 2.0 | |||||||||||
| Accounts payable | (5.3) | (12.8) | 7.5 | |||||||||||
| Other current liabilities | (8.5) | (40.3) | 31.8 | |||||||||||
| Pension and postretirement benefit plan contributions | (0.1) | (0.1) | — | |||||||||||
| Other noncurrent charges | 4.8 | 3.2 | 1.6 | |||||||||||
| Net cash used in operating activities | $ | (58.6) | $ | (125.3) | $ | 66.7 | ||||||||
Cash used in operating activities at March 31, 2026, decreased $66.7 million, largely related to lower working capital needs, offset by a higher net loss in the period. Cash used by working capital components totaled $35.9 million for the three months ended March 31, 2026, compared to $97.9 million for the three months ended March 31, 2025. This reduction in cash usage in 2026 was primarily the result of decreased incentive payments, higher collections on receivables balances, timing of taxes paid, decreased aggregate inventory and the fluctuation in payments on accounts payable.
31
Investing activities
| Three Months Ended | ||||||||||||||
| March 31, | ||||||||||||||
| 2026 | 2025 | Variance | ||||||||||||
| (In millions) | ||||||||||||||
| Capital expenditures | $ | (77.3) | $ | (75.0) | $ | (2.3) | ||||||||
| Acquisitions, net of cash acquired | (174.2) | (443.4) | 269.2 | |||||||||||
| Net proceeds from sale or disposition of property and other | 3.1 | 17.5 | (14.4) | |||||||||||
| Investments | (2.6) | (2.7) | 0.1 | |||||||||||
| Net cash used in investing activities | $ | (251.0) | $ | (503.6) | $ | 252.6 | ||||||||
The decrease in cash used in investing activities for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, was primarily the result of decreased cash used in acquisition activity, partially offset by the absence of prior year proceeds from the sale of ready-mix operations in the Central segment.
Financing activities
| Three Months Ended | ||||||||||||||
| March 31, | ||||||||||||||
| 2026 | 2025 | Variance | ||||||||||||
| (In millions) | ||||||||||||||
| Issuance of long-term debt | $ | 270.0 | $ | 500.0 | $ | (230.0) | ||||||||
| Debt issuance costs | — | (11.1) | 11.1 | |||||||||||
| Repayment of long-term debt | (2.9) | — | (2.9) | |||||||||||
Tax withholding on stock-based compensation | (5.4) | (2.6) | (2.8) | |||||||||||
| Net cash provided by financing activities | $ | 261.7 | $ | 486.3 | $ | (224.6) | ||||||||
Cash flows provided by financing activities for the three months ended March 31, 2026 decreased compared to the three months ended March 31, 2025. In the first quarter of 2026, we borrowed $270 million against our revolving credit facility while in 2025 we issued a $500 million Term Loan B.
Material cash requirements
There were no material changes in the contractual obligations from those reported in the 2025 Annual Report other than as set forth below. For more information on our contractual obligations on long-term debt, operating leases and purchase commitments, see Part II, Item 8 in the 2025 Annual Report.
Our material short-term and long-term cash requirements include repayment of third-party long-term debt and related interest payments, payments on operating lease agreements, payments of obligations on purchase commitments and asset retirement obligations.
At March 31, 2026, our long-term debt reflected an increase of approximately $267.1 million from the balance at December 31, 2025. This increase is due to borrowing $270 million under our revolving credit facility to fund seasonal working capital needs and additional acquisitions.
At March 31, 2026, our total estimated interest payments over the life of our debt reflected an increase of approximately $67.7 million from the total estimated interest payments at December 31, 2025. This increase is primarily due to the borrowings under our revolving credit facility, as previously mentioned.
At March 31, 2026, our purchase commitments reflected an increase of approximately 12 percent from the balance at December 31, 2025. This increase is primarily due to the seasonality of work and preparing for our peak construction season during the first quarter. We expect purchase commitments to continue to decrease throughout the remainder of 2026 as obligations continue to be satisfied during the construction season.
Defined benefit pension plans
We have frozen noncontributory qualified defined benefit pension plans for certain employees. Various assumptions are used in calculating the benefit expense (income) and liability (asset) related to these plans. Costs of providing these benefits are dependent upon assumptions of future conditions and bear the risk of changing.
32
There were no material changes to our qualified noncontributory defined benefit pension plans from those reported in the 2025 Annual Report. We do not expect to make any pension plan contributions in 2026 as the plan is fully funded. For more information, see Part II, Item 8 in the 2025 Annual Report.
Non-GAAP Financial Measures
The Business Segment Financial and Operating Data includes financial information prepared in accordance with GAAP, as well as EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin, as well as total segment measures, as applicable, that are considered non-GAAP measures of financial performance. These non-GAAP financial measures are not measures of financial performance under GAAP. The items excluded from these non-GAAP financial measures are significant components in understanding and assessing financial performance. Therefore, these non-GAAP financial measures should not be considered substitutes for the applicable GAAP metric.
EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin are most directly comparable to the corresponding GAAP measures of net income (loss) and net income (loss) margin. We believe these non-GAAP financial measures, in addition to corresponding GAAP measures, are useful to investors by providing meaningful information about operational efficiency compared to our peers by excluding the impacts of differences in tax jurisdictions and structures, debt levels and capital investment. We believe Adjusted EBITDA and Adjusted EBITDA margin are useful performance measures because they allow for an effective evaluation of our operating performance by excluding unrealized gains and losses on benefit plan investments and stock-based compensation as they are considered non-cash and not part of our core operations. We believe EBITDA and Adjusted EBITDA assist rating agencies and investors in comparing operating performance across operating periods on a consistent basis by excluding items management does not believe are indicative of our operating performance. Additionally, EBITDA and Adjusted EBITDA are important financial metrics for debt investors who utilize debt to EBITDA and debt to Adjusted EBITDA ratios. We believe these non-GAAP financial measures, including total segment measures, as applicable, are useful performance measures because they provide clarity as to our operational results. Our management uses these non-GAAP financial measures in conjunction with GAAP results when evaluating our operating results internally and calculating employee incentive compensation.
EBITDA is calculated by adding back income taxes, interest expense (net of interest income) and depreciation, depletion and amortization expense to net income (loss). EBITDA margin is calculated by dividing EBITDA by revenues. Adjusted EBITDA is calculated by adding back unrealized gains and losses on benefit plan investments and stock-based compensation to EBITDA. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by revenues. These non-GAAP financial measures are calculated the same for both the total segment and consolidated metrics and should not be considered as alternatives to, or more meaningful than, GAAP financial measures such as net income or net income margin, and are intended to be helpful supplemental financial measures for investors’ understanding of our operating performance. Our non-GAAP financial measures are not standardized; therefore, it may not be possible to compare these financial measures with other companies’ EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin measures having the same or similar names.
The following information reconciles segment and consolidated net income (loss) to EBITDA and Adjusted EBITDA and provides the calculation of EBITDA margin and Adjusted EBITDA margin. Interest expense, net, is net of interest income that is included in other income on the Consolidated Statements of Operations.
| Three Months Ended | ||||||||||||||
| March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| (In millions) | ||||||||||||||
Net loss | $ | (79.2) | $ | (68.7) | ||||||||||
| Depreciation, depletion and amortization | 52.2 | 38.8 | ||||||||||||
| Interest expense, net | 20.0 | 13.1 | ||||||||||||
| Income taxes | (28.4) | (24.7) | ||||||||||||
| EBITDA | $ | (35.4) | $ | (41.5) | ||||||||||
| Unrealized (gains) losses on benefit plan investments | 0.7 | 0.7 | ||||||||||||
| Stock-based compensation expense | 2.9 | 2.8 | ||||||||||||
| Adjusted EBITDA | $ | (31.8) | $ | (38.0) | ||||||||||
| Revenue | $ | 410.1 | $ | 353.5 | ||||||||||
Net loss margin | (19.3) | % | (19.4) | % | ||||||||||
| EBITDA margin | (8.6) | % | (11.7) | % | ||||||||||
| Adjusted EBITDA margin | (7.8) | % | (10.7) | % | ||||||||||
33
New Accounting Standards
For information regarding new accounting standards, see Note 3, which is incorporated by reference.
Critical Accounting Estimates
Our critical accounting estimates include revenue recognized using the cost-to-cost measure of progress for contracts; fair values of acquired assets and liabilities assumed under the acquisition method of accounting; impairment testing of goodwill; and impairment testing of long-lived assets excluding goodwill. There were no material changes in our critical accounting estimates from those that were previously reported in our 2025 Annual Report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to the impact of market fluctuations associated with interest rates and commodity prices. We have policies and procedures to assist in controlling these market risks and from time to time have utilized derivatives to manage a portion of our risk.
Interest rate risk
As of March 31, 2026, we had $1.0 billion of outstanding borrowings under our Term Loan A, Term Loan B and revolving credit facility, which bear interest at a variable rate. As of March 31, 2026, the weighted-average rate in effect was 5.82 percent, therefore, a hypothetical increase of 1.00 percent to the interest rate at March 31, 2026, would increase the all-in rate to 6.82 percent, the effect of which would increase the Company's interest expense by $10.2 million over the next 12 months based on the balances outstanding for these borrowings as of March 31, 2026.
At March 31, 2026, we had no outstanding interest rate hedges.
Commodity price risk
There were no material changes to commodity price risk that we faced from those reported in the 2025 Annual Report.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures
The term "disclosure controls and procedures" is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. The Company's disclosure controls and other procedures are designed to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. The Company's disclosure controls and other procedures are designed to provide reasonable assurance that information required to be disclosed is accumulated and communicated to management, including the Company's chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. The Company's management, with the participation of the Company's chief executive officer and chief financial officer, has evaluated the effectiveness of the Company's disclosure controls and other procedures as of the end of the period covered by this report. Based upon that evaluation, the chief executive officer and the chief financial officer have concluded that, as of the end of the period covered by this report, such controls and procedures were effective at a reasonable assurance level.
Changes in internal controls
We completed the acquisition of Morgan Asphalt, Inc. on February 26, 2026. Under the guidelines established by the SEC, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired company. We are in the process of assessing the internal controls over financial reporting of the acquired company and integrating them with our existing internal controls over financial reporting.
Except as noted above, there were no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2026, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
34
Part II -- Other Information
Item 1. Legal Proceedings
There were no material changes to the Company's legal proceedings that were previously reported in Part 1, Item 3 - Legal Proceedings in the 2025 Annual Report.
Item 1A. Risk Factors
Refer to the Company's risk factors that are disclosed in Part I, Item 1A. Risk Factors in its 2025 Annual Report that could be materially harmful to the Company's business, prospects, financial condition or financial results if they occur.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
For information regarding mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K, see Exhibit 95 to this Form 10-Q, which is incorporated herein by reference.
Item 5. Other Information
During the three months ended March 31, 2026, no director or officer of the Company adopted terminated
Item 6. Exhibits
See the index to exhibits immediately preceding the signature page to this report.
35
| Exhibits Index | ||||||||||||||||||||||||||
| Incorporated by Reference | ||||||||||||||||||||||||||
| Exhibit Number | Exhibit Description | Filed Herewith | Furnished Herewith | Form | Period Ended | Exhibit | Filing Date | File Number | ||||||||||||||||||
3.1 | 8-K | 3.1 | 5/28/25 | 1-41642 | ||||||||||||||||||||||
3.2 | 8-K | 3.2 | 5/28/25 | 1-41642 | ||||||||||||||||||||||
10.1+ | X | |||||||||||||||||||||||||
10.2+ | X | |||||||||||||||||||||||||
31.1 | X | |||||||||||||||||||||||||
31.2 | X | |||||||||||||||||||||||||
| 32 | X | |||||||||||||||||||||||||
| 95 | 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 | |||||||||||||||||||||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | |||||||||||||||||||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||||||||||||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |||||||||||||||||||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |||||||||||||||||||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||||||||||||||||||||
| + Management contract, compensatory plan or arrangement. | ||||||||||||||||||||||||||
36
Signatures
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Knife River Corporation | |||||||||||
| DATE: | May 5, 2026 | BY: | /s/ Nathan W. Ring | ||||||||
| Nathan W. Ring | |||||||||||
| Vice President and Chief Financial Officer | |||||||||||
| BY: | /s/ Marney L. Kadrmas | ||||||||||
| Marney L. Kadrmas | |||||||||||
Vice President and Chief Accounting Officer | |||||||||||
37
KNIFE RIVER CORPORATION LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN PERFORMANCE STOCK UNIT AWARD AGREEMENT XXXXXX {Participant Name} In accordance with the terms of the Knife River Corporation Long-Term Performance-Based Incentive Plan (the “Plan”), pursuant to action of the Compensation Committee of the Board of Directors of Knife River Corporation (the “Committee”), Knife River Corporation (the “Company”) hereby grants to you (the “Participant”) this award (the “Award”) of Performance Stock Units (“PSUs”), with each PSU corresponding to one Share, subject to the terms and conditions set forth in this Award Agreement (including Annexes A, B and C hereto and all documents incorporated herein by reference), as set forth below: Target Award: {No. of Shares} PSUs (the “Target Award”) Performance Period: XXXXXX through XXXXXX (the “Performance Period”) Date of Grant: XXXXXX Dividend Equivalents: Yes THESE PSUS ARE SUBJECT TO FORFEITURE AS PROVIDED HEREIN. THIS AWARD AND AMOUNTS RECEIVED IN CONNECTION WITH THIS AWARD ARE ALSO SUBJECT TO FORFEITURE, RECAPTURE OR OTHER ACTION IN THE EVENT OF AN ACCOUNTING RESTATEMENT, AS PROVIDED IN THE PLAN AND THE COMPANY’S INCENTIVE COMPENSATION RECOVERY POLICY. Further terms and conditions of the Award are set forth in Annexes A and B hereto, which are integral parts of this Award Agreement. Subject to the terms of the Plan, decisions and interpretations of the Committee are binding, conclusive and final upon any questions arising under the Award Agreement or the Plan. You must accept this Award Agreement by logging onto your account with Fidelity Investments and accepting this Award Agreement. If you fail to do so, the Award will be null and void. By accepting this Award, you agree to be bound by all of the provisions set forth in this Award Agreement, and the Plan. Attachments: Annex A: Performance Stock Unit Award Agreement Annex B: Performance Goals Annex C: Peer Group
1 ANNEX A TO KNIFE RIVER CORPORATION LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN PERFORMANCE STOCK UNIT AWARD AGREEMENT It is understood and agreed that the Award of PSUs evidenced by the Award Agreement to which this is annexed is subject to the following additional terms and conditions. 1. Nature of Award. The Target Award represents the opportunity to receive shares of Company common stock, $0.01 par value ("Shares") and Dividend Equivalents on such Shares. The number of Shares that may be earned under this Award shall be determined pursuant to Annex B hereof. The amount of Dividend Equivalents that may be earned under this Award shall be determined pursuant to Section 4 hereof. Except for Dividend Equivalents, which are paid in cash, Awards will be paid in Shares. 2. Vesting Conditions. Vesting of the PSUs is contingent on the achievement of the performance measures as described in Annex B. Vesting of earned PSUs is also contingent on the Participant remaining continuously employed by the Company and/or an entity controlled by, controlling or under common control with the Company, including a Subsidiary (an “Affiliate”) through the last day of the Performance Period (the “Vesting Date”). 3. Issuance of Shares and Mandatory Holding Period. Subject to any restrictions on distributions of Shares under the Plan, and subject to Section 4 of this Annex A, the Shares that become earned and vested under the Award, if any, shall be issued to the Participant as soon as practicable, and in no event later than 74 days, following the earliest to occur of: (a) the end of the Performance Period, (b) the Participant’s termination of employment within two years following a Change in Control, (c) the Participant’s death, (d) the Participant’s Disability, and (e) the date the Award becomes vested pursuant to Section 6(a); provided that, to the extent the earned and vested PSUs constitute nonqualified deferred compensation subject to Section 409A of the Code and are not permitted to be settled pursuant to the forgoing sentence without triggering a tax or penalty under Section 409A of the Code, such settlement shall instead be made at the earliest time that will not trigger a tax or penalty under Section 409A of the Code. Executives are required to own Shares at designated multiples of their base salary. If a Participant has not achieved an applicable stock ownership requirement, the Participant shall hold the net after-tax Shares received under this Award until the requirement is met. 4. Dividend Equivalents. Dividend Equivalents shall be earned with respect to any Shares issued to the Participant pursuant to this Award. The amount of Dividend Equivalents earned shall be equal to the total dividends declared on a Share for stockholders of record between the Date of Grant of this Award and the last day of the Performance Period, multiplied by the number of Shares issued to the Participant pursuant to the Award Agreement. Any Dividend Equivalents earned shall be paid in cash to the Participant when the Shares to which they relate are issued or as soon as practicable thereafter, but no later than the next March 10 following the close of the Performance Period. If the Award is forfeited or if no Shares are issued, no Dividend Equivalents shall be paid.
2 5. Termination of Employment. The following provisions shall apply in the event of the Participant’s termination of employment prior to the Vesting Date: (a) Qualifying Termination. If the Participant experiences a Qualifying Termination, any unvested PSUs (including the related Dividend Equivalents) outstanding as of immediately prior to the Qualifying Termination, after giving effect to the provisions of Annex B, shall vest in full immediately upon the date of such Qualifying Termination. (b) Termination Due to Retirement. Upon the Participant’s Retirement that does not also constitute a Qualifying Termination (i) during the first year of the Performance Period, all PSUs (and related Dividend Equivalents) shall be forfeited; (ii) during the second year of the Performance Period, determination of the Total Payout Percentage for the Performance Period will be made by the Committee in accordance with Annex B, and Shares (and related Dividend Equivalents) earned, if any, will vest on the Vesting Date based on the Total Payout Percentage, prorated for the number of full months elapsed from and including the month in which the Performance Period began to and including the month in which the termination of employment occurs divided by the total number of months in the Performance Period; and (iii) during the third year of the Performance Period, determination of the Total Payout Percentage for the Performance Period will be made by the Committee in accordance with Annex B, and Shares (and related Dividend Equivalents) earned, if any, will vest on the Vesting Date based on the Total Payout Percentage without prorating; provided that if such Retirement occurs within two years after the Change in Control, then the applicable portion of the PSUs (if any) that become vested pursuant to this Section 5(b) will immediately vest upon such Retirement. (c) Death or Disability. Upon the Participant’s death or Disability, a portion of the PSUs subject to the Award will vest immediately upon the occurrence of such event, with such portion equal to the total number of PSUs subject to the Target Award (and if the Participant’s death or Disability occurs within two years after a Change in Control, the total number of PSUs as determined under the applicable provisions in the Annex B), prorated for the number of full months elapsed from and including the month in which the Performance Period began to and including the month in which the Participant’s death or Disability occurs divided by the total number of months in the Performance Period. (d) Other Termination. Upon the Participant’s termination of employment due to reason other than as described in Sections 5(a)-(c), any unvested PSUs will be forfeited with no consideration. (e) For purposes of the Award Agreement, “Cause” means, if the Participant is also a participant in the Company’s Change in Control Severance Plan, the definition set forth in such plan, and otherwise (a) the Participant’s fraud or dishonesty that has resulted, or is likely to result, in material economic damage to the Company or a Subsidiary, or (b) the Participant’s willful nonfeasance if such nonfeasance is not cured within ten days of written notice from the Company or a Subsidiary, in each case as determined in good faith by a vote of at least two-thirds of the non-employee members of the Board at a meeting of the Board at which the Participant is provided an opportunity to be heard. “Disability” means permanent and total disability as determined under the Company’s long-term
3 disability insurance program applicable to the Participant; provided, however, to the extent necessary to avoid tax penalties under Section 409A of the Code, “Disability” means “disability” as defined in Section 409A(a)(2)(C) of the Code. “Good Reason” means, if the Participant is also a participant in the Company’s Change in Control Severance Plan, the definition set forth in such plan, and otherwise the occurrence of any of the following without such Participant’s prior written consent: (a) A reduction of the Participant’s annual base salary, target annual incentive, or target annual long- term incentive opportunity, in each case, from that in effect immediately prior to the Change in Control, or if higher, that in effect at any time thereafter; (b) A relocation of the Participant’s primary place of employment by more than 50 miles; or (c) Any material reduction in the Participant’s titles, authority, reporting relationship, duties or responsibilities. In order to invoke a termination for Good Reason, the Participant shall provide written notice to the Company of the existence of one or more of the conditions described in clauses (a) through (c) within 90 days after the Participant first becomes aware of the existence of such condition or conditions, specifying in reasonable detail the conditions constituting Good Reason, and the Company shall have 30 days following receipt of such written notice (the “Cure Period”) during which it may remedy the condition. In the event that the Company fails to remedy the condition constituting Good Reason during the applicable Cure Period, the Participant’s termination of employment must occur, if at all, within 30 days from the earlier of (i) the end of the Cure Period, or (ii) the date the Company provides written notice to the Participant that it does not intend to cure such condition. The Participant’s mental or physical incapacity following the occurrence of an event described above in clauses (a) through (c) shall not affect the Participant’s ability to terminate employment for Good Reason and the Participant’s death following delivery of a notice of termination for Good Reason shall not affect his or her estate’s entitlement to the severance payments and benefits provided hereunder upon a termination of employment for Good Reason. “Qualifying Termination” means a termination of the Participant’s employment during the two- year period beginning on and including the date of a Change in Control, by the Participant for Good Reason or by the Company other than for Cause. Termination of employment due to the Participant’s death or Disability shall not constitute a Qualifying Termination. “Retirement” means a termination of the Participant’s employment by the Company without Cause or due to the Participant’s resignation, in each case, after the Participant has reached age 55 and completed 10 Years of Service. "Years of Service" shall mean each period of 12 full calendar months that a Participant is employed by the Company and/or an Affiliate. 6. Impact of Change in Control. Upon the occurrence of a Change in Control, after giving effect to the provisions of Annex B: (a) The outstanding Award shall vest in full, except that such vesting shall not apply to the extent that another award meeting the requirements of Section 6(b) (any award meeting the requirements
4 of Section 6(b), a “Replacement Award”) is provided to the Participant to replace such Award (the award intended to be replaced by a Replacement Award (after giving effect to the provisions of Annex B), a “Replaced Award”). (b) Replacement Awards. An award shall meet the conditions of this Section 6(b) (and therefore qualify as a Replacement Award) if: (i) it is of the same type as the Replaced Award; (ii) it has a value equal to the value of the Replaced Award as of the date of the Change in Control, as determined by the Committee in its sole discretion; (iii) it relates to publicly traded equity securities of the Company or the entity surviving the Company following the Change in Control; (iv) it contains terms relating to time-based vesting (including with respect to a termination of employment) that are substantially identical to those of the Replaced Award; and (v) its other terms and conditions are not less favorable to the Participant than the terms and conditions of the Replaced Award as of the date of the Change in Control. Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of the applicable Replaced Award if the requirements of the preceding sentence are satisfied. If a Replacement Award is granted, the Replaced Award shall not vest upon the Change in Control. The determination whether the conditions of this Section 6(b) are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion. (c) Adjustment Provisions. In the event of Change in Control, the Committee may determine that (i) to the extent that the Award becomes vested pursuant to Section 6(a), it may be cancelled in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of the Award, as determined by the Committee in its sole discretion; or (ii) the Award may be replaced with a Replacement Award in accordance with Section 6(b). 7. Tax Withholding. Pursuant to Article 14 of the Plan, the Committee has the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state and local taxes (including the Participant's FICA obligations) required by law to be withheld with respect to the Award and Dividend Equivalents. The Committee may condition the delivery of Shares upon the Participant's satisfaction of such withholding obligations. The withholding requirement for Shares will be satisfied by the Company withholding Shares having a Fair Market Value equal to federal income tax withholding obligations using an IRS accepted methodology plus additional amounts for state and local tax purposes, as applicable, including payroll taxes, that are applicable to such supplemental taxable income but with rates not to exceed the maximum effective statutory rates, unless the Participant elects, in a manner satisfactory to the Committee, to remit an amount to satisfy the withholding requirement subject to such restrictions or limitations that the Committee, in its sole discretion, deems appropriate. Such election must be made before, and is irrevocable after, December 15 of the last year of the Performance Period, and cannot be made or revoked while the Participant possesses information that will be material nonpublic information at the time the Shares are issued such that the Participant would be prohibited from trading on the Company’s stock under the Company's Insider Trading Policy. 8. Ratification of Actions. By accepting the Award or other benefit under the Plan, the Participant and each person claiming under or through him or her shall be conclusively deemed to have indicated the Participant's acceptance and ratification of, and consent to, any action taken under the Plan or the Award by the Company, its Board of Directors, or the Committee.
5 9. Notices. Any notice hereunder to the Company shall be addressed to its office, 1150 West Century Avenue, Bismarck, North Dakota 58503; Attention: Chief Legal Officer, and any notice hereunder to the Participant shall be addressed to him or her at the address specified on the Award Agreement, subject to the right of either party to designate at any time hereafter in writing some other address. 10. Definitions. Capitalized terms not otherwise defined herein or in the Award Agreement shall have the meanings given them in the Plan. 11. Section 409A. This Agreement and the PSUs granted hereunder are intended to comply with the requirements of Section 409A or an exemption or exclusion therefrom, and, with respect to PSUs that are subject to Section 409A, the Plan and this Agreement shall be interpreted and administered in all respects in accordance with Section 409A (including with respect to the application of any defined terms to PSUs that constitute nonqualified deferred compensation, which defined terms shall be interpreted to have the meaning required by Section 409A to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A). Each payment (including the delivery of Shares) under this Award that constitutes nonqualified deferred compensation subject to Section 409A shall be treated as a separate payment for purposes of Section 409A. In no event may the Participant, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that constitutes nonqualified deferred compensation subject to Section 409A. Notwithstanding any other provision of this Agreement to the contrary, if the Participant is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the date of the Participant’s separation from service within the meaning of Section 409A (“Separation from Service”)), amounts that constitute nonqualified deferred compensation within the meaning of Section 409A that would otherwise be payable by reason of the Participant’s Separation from Service during the six- month period immediately following such Separation from Service shall instead be paid or provided on the first business day following the date that is six (6) months following the Participant’s Separation from Service 12. Governing Law and Severability. To the extent not preempted by federal law, the Award Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law provisions. In the event any provision of the Award Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Award Agreement, and the Award Agreement shall be construed and enforced as if the illegal or invalid provision had not been included. 13. No Rights to Continued Employment. The Award Agreement is not a contract of employment. Nothing in the Plan or in the Award Agreement shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate the Participant's employment at any time, for any reason or no reason, or confer upon the Participant the right to continue in the employ of the Company or a Subsidiary.
ANNEX B PERFORMANCE GOALS
ANNEX C TO KNIFE RIVER CORPORATION LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN PERFORMANCE STOCK UNIT AWARD AGREEMENT PEER GROUP COMPANIES
EQUAL OPPORTUNITY EMPLOYER www.kniferiver.com December 4, 2024 Glenn Pladsen Dear Glenn: It is a pleasure to confirm your promotion to the position of VP & Chief Excellence Officer with Knife River Corporation, effective January 1, 2025. • You will receive a weekly salary of $8,173.077 (annualized amount equal to $425,000) paid weekly and the salary grade is I. • You will remain a participant of the Knife River Corporation Executive Incentive Compensation Plan (EICP) and the target annual cash incentive will increase from 60% to 75%. • You will remain a participant in the Knife River Long-Term Performance-Based Incentive Plan for the 2025 plan year and the target percentage will increase from 100% to 125% of base salary. This is subject to final approval by the Compensation Committee at its regularly scheduled meeting in February 2025. • Your stock holding requirement remains at 2X your base salary. The stock ownership policy requires this to be met by 6/1/2028. • Your DCP employer contribution for 2025 has been approved at 10% of your base salary. • You will continue to remain an eligible participate in the Knife River Corporation Change in Control Severance Plan as a Tier II (multiple of 2x) participant. • At Will Employment: The position is intended to be “at-will” which means that you or KRC may terminate the employment relationship at any time, for any reason, with or without cause or prior notice. Nothing in this letter or any company policy or procedure creates or is intended to create a promise or representation of continued employment. Glenn, I am excited about the future of Knife River and your leadership of the PIT crews, capex and other operational excellence opportunities. I will continue to support you in all these efforts and look forward to realizing the benefits of these initiatives. Your offer is contingent upon passing a pre-promotion background check. If you agree with the terms of this offer, please sign, date, and return this form to me. Sincerely, /s/ Brian Gray Brian Gray President & CEO I have read the above offer made by Knife River and agree to the terms and conditions set forth. By accepting this offer, you confirm that you are able to accept this job and carry out the work involved without breaching any legal restrictions on your activities, such as restrictions imposed by a current or former employer. You also confirm that you will inform the Company about any such restrictions and provide the Company with as much information about employment restrictions as possible, including copies of any agreements between you and any current or former employer describing such restrictions on your activities. 12/14/2024 Date Signature
CERTIFICATION
I, Brian R. Gray, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Knife River Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 5, 2026
/s/ Brian R. Gray
Brian R. Gray
President and Chief Executive Officer
CERTIFICATION
I, Nathan W. Ring, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Knife River Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 5, 2026
/s/ Nathan W. Ring
Nathan W. Ring
Vice President and Chief Financial Officer
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
Each of the undersigned, Brian R. Gray, the President and Chief Executive Officer, and Nathan W. Ring, the Vice President and Chief Financial Officer of Knife River Corporation (the "Company"), DOES HEREBY CERTIFY that:
1. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the "Report"), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
IN WITNESS WHERE OF, each of the undersigned has executed this statement this 5th day of May, 2026.
/s/ Brian R. Gray
Brian R. Gray
President and Chief Executive Officer
/s/ Nathan W. Ring
Nathan W. Ring
Vice President and Chief Financial Officer
A signed original of this written statement required by Section 906 has been provided to Knife River Corporation and will be retained by Knife River Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
KNIFE RIVER CORPORATION
MINE SAFETY INFORMATION
The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) requires issuers to include in periodic reports filed with the SEC certain information relating to citations or orders for violations of standards under the Federal Mine Safety and Health Act of 1977 (Mine Act), as amended by the Mine Improvement and New Emergency Response Act of 2006 (Mine Safety Act). The Dodd-Frank Act requires reporting of the following types of citations or orders:
1. Citations issued under Section 104 of the Mine Safety Act for violations that could significantly and substantially contribute to the cause and effect of a coal or other mine safety or health hazard.
2. Orders issued under Section 104(b) of the Mine Safety Act. Orders are issued under this section when citations issued under Section 104 have not been totally abated within the time period allowed by the citation or subsequent extensions.
3. Citations or orders issued under Section 104(d) of the Mine Safety Act. Citations or orders are issued under this section when it has been determined that the violation is caused by an unwarrantable failure of the mine operator to comply with the standards. An unwarrantable failure occurs when the mine operator is deemed to have engaged in aggravated conduct constituting more than ordinary negligence.
4. Citations issued under Section 110(b)(2) of the Mine Safety Act for flagrant violations. Violations are considered flagrant for repeat or reckless failures to make reasonable efforts to eliminate a known violation of a mandatory health and safety standard that substantially and proximately caused, or reasonably could have been expected to cause, death or serious bodily injury.
5. Imminent danger orders issued under Section 107(a) of the Mine Safety Act. An imminent danger is defined as the existence of any condition or practice in a coal or other mine which could reasonably be expected to cause death or serious physical harm before such condition or practice can be abated.
6. Notice received under Section 104(e) of the Mine Safety Act of a pattern of violations or the potential to have such a pattern of violations that could significantly and substantially contribute to the cause and effect of mine health and safety standards.
During the twelve months ended March 31, 2026, none of our operating subsidiaries received citations or orders under the following sections of the Mine Safety Act: 104(b), 104(d), 110(b)(2), 107(a) or 104(e). We did not have any mining-related fatalities during this period.
| MSHA Identification Number/Contractor ID | Section 104 S&S Citations (#) | Total Dollar Value of MSHA Assessments Proposed ($) | Legal Actions Pending as of Last Day of Period (#) | Legal Actions Initiated During Period (#) | Legal Actions Resolved During Period (#) | ||||||||||||||||||||||||
| 04-01698 | — | $ | — | 1 | — | — | |||||||||||||||||||||||
| 21-03345 | — | 151 | — | — | — | ||||||||||||||||||||||||
| 35-00512 | — | 151 | 1 | — | — | ||||||||||||||||||||||||
| 39-00008 | — | 151 | — | — | — | ||||||||||||||||||||||||
| 41-03931 | 3 | 1,636 | — | — | — | ||||||||||||||||||||||||
| 41-05492 | 3 | 7,646 | — | — | — | ||||||||||||||||||||||||
| 41-05498 | — | 151 | — | — | — | ||||||||||||||||||||||||
| 48-01598 | — | 151 | — | — | — | ||||||||||||||||||||||||
| 51-00171 | 2 | — | — | — | — | ||||||||||||||||||||||||
| 8 | 10,037 | 2 | — | — | |||||||||||||||||||||||||
Legal actions pending before the Federal Mine Safety and Health Review Commission (the Commission) may involve, among other questions, challenges by operators to citations, orders and penalties they have received from the Federal Mine Safety and Health Administration (MSHA) or complaints of discrimination by miners under section 105 of the Mine Act. The following is a brief description of the types of legal actions that may be brought before the Commission.
•Contests of Citations and Orders - A contest proceeding may be filed with the Commission by operators, miners or miners' representatives to challenge the issuance of a citation or order issued by MSHA.
•Contests of Proposed Penalties (Petitions for Assessment of Penalties) - A contest of a proposed penalty is an administrative proceeding before the Commission challenging a civil penalty that MSHA has proposed for the alleged violation contained in a citation or order.
•Complaints for Compensation - A complaint for compensation may be filed with the Commission by miners entitled to compensation when a mine is closed by certain withdrawal orders issued by MSHA. The purpose of the proceeding is to determine the amount of compensation, if any, due miners idled by the orders.
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•Complaints of Discharge, Discrimination or Interference - A discrimination proceeding is a case that involves a miner's allegation that he or she has suffered a wrong by the operator because he or she engaged in some type of activity protected under the Mine Act, such as making a safety complaint.
•Applications for Temporary Relief - Applications for temporary relief from any modification or termination of any order or from any order issued under section 104 of the Mine Act.
•Appeals of Judges' Decisions or Orders to the Commission - A filing with the Commission for discretionary review of a judge's decision or order by a person who has been adversely affected or aggrieved by such decision or order.
The following table reflects the types of legal actions pending before the Commission as of March 31, 2026:
| MSHA Identification Number | Contests of Citations and Orders | Contests of Proposed Penalties | Complaints for Compensation | Complaints of Discharge, Discrimination or Interference | Applications for Temporary Relief | Appeals of Judges' Decisions or Orders to the Commission | ||||||||||||||
| 04-01698 | — | 1 | — | — | — | — | ||||||||||||||
| 35-00512 | 1 | |||||||||||||||||||
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