DEF 14A of Mdu Resources Group Inc, Apr 1, 2026

DEF 14A of Mdu Resources Group Inc

Filed Apr 1, 2026 · FY20250000067716-26-000040

Open on EDGAR

  1. Securities Exchange Act of 1934

    | 67 | Stock Vested in 2025 | | 67 | Pension Benefits in 2025 | | 68 | Nonqualified Deferred Compensation in 2025 | | 69 | Potential Payments Upon Termination or Change in Control | | 71 | CEO Pay Ratio | | 72 | Pay Versus Performance | | 77 | Proposal 3: Approval of Amended and Restated LTIP | | 77 | Material Changes | | 77 | Why Stockholders Should Approve the Proposal | | 78 | Historical Net Burn Rate and Overhang | | 78 | Key Provisions of the LTIP, As Amended and Restated | | 82 | Accounting Treatment | | 83 | Awards Granted Under LTIP | | 84 | Equity Compensation Plan Information | | 85 | Proposal 4: Ratification of Appointment of Our Independent Registered Public Accounting Firm | | 85 | Audit and Non-Audit Fees | | 86 | Audit Committee Preapproval Policies and Procedures | | 86 | Audit Committee Report | | 88 | Responsible Business Stewardship | | 89 | Stockholder Ownership | | 89 | Directors and Executive Officers | | 90 | Principal Stockholders | | 90 | Delinquent Section 16(a) Reports | | 92 | Additional Information | | 92 | Deadlines and Procedures for Nominations and Stockholder Proposals for the 2027 Annual Meeting | | 93 | Frequently Asked Questions | | 97 | No Incorporation by Reference | | 98 | Cautionary Note Regarding Forward-Looking Statements | | 99 | Glossary | | 100 | Helpful Resources | | 101 | Appendix (Amended and Restated LTIP) |

  2. Securities Exchange Act of 1934

    | “The Board is actively engaged in overseeing the Company’s long-term strategy to position each of its businesses for continued growth.” |

  3. Items of Business

    | LTI Award | Performance Goals | Performance Period / Vesting | | PSA Awards | 50% Three-Year Cumulative Adjusted EPS, and 50% Three-Year rTSR | Three years (vest between 0% to 200% depending on the achievement of the performance measures) | | RSU Awards | N/A | Three-Year Cliff |

  4. Items of Business

    | Proposal 3 | Approval of Amended and Restated LTIP We are asking stockholders to approve the Amended and Restated LTIP. The LTIP was originally approved at the 1997 Annual Meeting, and subsequently amended and restated on multiple occasions. The Board has approved the LTIP, subject to stockholder approval at the Annual Meeting. The LTIP requires stockholder approval because it increases the LTIP’s maximum share reserve by 6,564,000 shares, and expands eligibility under the plan to include a director emeritus. (Certain other minor amendments were made that do not require stockholder approval to reflect recent developments in applicable law and equity compensation practices.) The purpose of the LTIP is to align the interest of officers, other employees, non-employee directors, and director emeriti of the Company and its subsidiaries with those of stockholders; to reinforce corporate, organizational, and business development goals; to promote the achievement of year-to-year and long-range financial and other business objectives; to reward the performance of individual officers and other employees for fulfilling their personal responsibilities for long-range achievements; and to appropriately remunerate non-employee directors. | The Board recommends a vote FOR this proposal. Page 77 |

  5. Items of Business

    | Proposal 4 | Ratification of Appointment of Our Independent Registered Public Accounting Firm The Board believes that the retention of Deloitte to serve as the independent auditors for Fiscal 2026 is in the best interests of the Company and its stockholders. As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee’s selection of independent auditors. | The Board recommends a vote FOR this proposal. Page 85 |

  6. Items of Business

    | PROXY STATEMENT | 12 |

  7. Items of Business

    | PROPOSAL 1 | Election of Directors | | • | The Board recommends a vote FOR each of the nominees identified in this Proxy Statement. |

  8. Items of Business

    There are currently nine directors on our Board. All of the nominees are current directors. Mr. Johnson will be retiring from the Board when his term expires at the conclusion of the Annual Meeting per our Corporate Governance Guidelines, and has been designated a director emeritus for a one-year term following the Annual Meeting, as described in Director Emeritus beginning on page 27. The Board has set the number of directors at eight directors following the Annual Meeting. All current directors, other than Mr. Johnson, are standing for election for a one-year term at the Annual Meeting. Cumulative voting is not permitted. We have refreshed our Board over the past five years, as 11 highly-qualified independent directors were added to the Board, and after Mr. Johnson’s upcoming retirement and director emeritus appointment, 13 independent directors will have departed the Board (including eight directors who became members of either the Knife River or Everus board effective upon the applicable spinoff). The Board believes it has further enhanced its industry experience following the spinoffs. We believe that the Board possesses the appropriate mix of genders, ages, ethnicities, skills, business and board experience, and viewpoints. Director Nominees Our Governance Committee is responsible for recommending director candidates to fill current and anticipated Board vacancies. The Governance Committee identifies and evaluates potential candidates from recommendations from the Company’s directors, management, stockholders, and other outside sources, including professional search firms. In evaluating proposed candidates, the Governance Committee may review their résumés, obtain references, and conduct personal interviews. The Governance Committee considers, among other factors, the Board’s current and future needs for specific skills and each candidate’s experience, leadership qualities, integrity, ability to exercise judgment, independence, and ability to make the appropriate time commitment to the Board. The Governance Committee strives for the Board to have a rich mix of relevant skills and experiences to best oversee the Company’s strategic plan. During 2025, the Governance Committee conducted a search for potential director candidates whose experience, skills, qualifications, and independence met the criteria it previously established, and the Governance Committee reviewed its findings with the Board. In conducting its search, the Governance Committee collected names of potential candidates from the Company’s directors, management, and other outside sources (excluding search firms) to identify and recruit qualified candidates. After reviewing the qualifications of the potential pool of candidates and narrowing the field to a handful of candidates, the Chair of the Board, Governance Committee members, CEO, CFO, and CLO each interviewed the candidates. Based on the Governance Committee’s review, the candidates’ résumés, and the other directors’ and management’s interviews with the candidates, the Governance Committee recommended, and the Board approved the nomination of, Mr. Kelley and Ms. Miller. Mr. Kelley was identified by management, and Ms. Miller was identified by an existing director. Messrs. Anderson, Dosch, Jaeger, and Kelley, and Mses. Durkin, Kivisto, Miller, and Patel will be considered for election as directors to serve for one-year terms expiring at the 2027 Annual Meeting. Each nominee has been nominated by the Board for election, upon the recommendation of the Governance Committee, and has agreed to serve. If, prior to the Annual Meeting, any nominee is unable to serve, then Messrs. Vollmer and Foti, both of whom have been designated as proxies for the Annual Meeting, will have full discretion to vote for another person to serve as a director in place of that nominee, or the Board may reduce its size.

  9. Items of Business

    | 13 | MDU RESOURCES GROUP, INC. |

  10. Items of Business

    Director Qualifications The Governance Committee reviewed and evaluated the skills, experience, and qualifications cataloged under the Director Nominees’ Skillset Matrix beginning on page 21, and demonstrated by the director nominees, in light of the Company’s long-term strategic plan. The Board, acting through the Governance Committee, considers its members, including those directors being nominated for reelection to the Board at the Annual Meeting, to be highly qualified for service on the Board due to a variety of factors reflected in each director’s education, areas of expertise, and experience serving on other organizations’ boards. Generally, the Board seeks individuals with broad-based experience and the background, judgment, independence, and integrity to represent the stockholders in overseeing the Company’s management in their operation of the business. Within this framework, specific items relevant to the Board’s determination of each director’s skillset are listed in each director’s biographical information beginning on page 17. The ages shown are as of April 1, 2026. There are no arrangements or understandings between any director or executive officer and any other person pursuant to which a director or executive officer is or was to be selected as a director or executive officer of our Company. There are no family relationships among our directors or executive officers. Dennis W. Johnson, a director, is unrelated to Rob L. Johnson, President, WBI Energy, Inc.

  11. Items of Business

    | PROXY STATEMENT | 14 |

  12. Items of Business

    | 15 | MDU RESOURCES GROUP, INC. |

  13. Items of Business

    | PROXY STATEMENT | 16 |

  14. Items of Business

    | Darrel T. Anderson Chair of the Board Independent Director Age: 68 Director Since: 2023 Committees(1) Relevant Skills | Professional Experience IDACORP, Inc. (NYSE: IDA) and Idaho Power Company (regulated electric utility company) •President and Chief Executive Officer, May 2014 through May 2020 Other Board Service •Board Chair, Gemstone Holdings (parent company of Blue Cross of Idaho, a non-profit mutual insurance company), since January 2024 •Board Chair, Blue Cross of Idaho, since May 2023, and a director since 2019 •Director, IDACORP, Inc. and Idaho Power Company, September 2013 through May 2022 Reasons for Nomination Mr. Anderson has nearly 30 years of experience in the regulated energy industry within our service territory, and has served in several leadership positions, including CEO of IDACORP, that provide him with relevant expertise to serve as Chair of the Board. In particular, he brings extensive public company operational, financial, and leadership experience. He also contributes significant knowledge of local, state, and regional issues involving Idaho, a state that represents a significant–and growing–share of the Company’s operations. Further, he brings deep compensation and management resources, and public company governance, knowledge from his experience serving as CEO of a public company to his service as a member of the Compensation Committee and the Governance Committee, respectively. (1) The Board has appointed Mr. Anderson as Governance Committee Chair, effective following the Annual Meeting. |

  15. Items of Business

    | Nicole A. Kivisto President and Chief Executive Officer Age: 52 Director Since: 2024 Relevant Skills | Professional Experience MDU Resources Group, Inc. (NYSE: MDU) •President and Chief Executive Officer, since January 2024 •President and Chief Executive Officer, Montana-Dakota Utilities Co., Cascade Natural Gas Corporation, and Intermountain Gas Company, January 2015 through January 2024 Other Board Service •Director, AGA (trade association for natural gas industry), since 2015 •Director, EEI (trade association for electric industry), since 2015 •Director, Bravera Bank (employee and director owned bank), since February 2018 •Director, North Dakota Lignite Energy Council (trade association for coal industry), 2015 through 2023 •Member, Board of Trustees, University of Mary, 2017 through 2023 Reasons for Nomination Ms. Kivisto brings to our Board over 30 years of regulated energy experience. Over the past three decades, she has held several operational, financial, and leadership positions within the Company, leading to her current role as CEO. She brings deep knowledge of our Company and its business operations, and contributes valuable insight into management’s views and perspectives, to the Board. |

  16. Items of Business

    | 17 | MDU RESOURCES GROUP, INC. |

  17. Items of Business

    | Vernon A. Dosch Independent Director Age: 72 Director Since: 2024 Committee Relevant Skills | Professional Experience National Information Solutions Cooperative (NISC) (software and technology provider for the utility and broadband industries) •Chief Executive Officer and President, January 2002 through January 2020 Other Board Service •Director, JSI Solutions (consulting and broadband solutions firm), since January 2021 •Director, North Dakota Department of Commerce, Legacy Investment for Technology Loan Fund (innovation loan fund to support technology advancement), since January 2022 •Director, Starion Bank (community bank), January 2001 through January 2023 Reasons for Nomination Mr. Dosch brings to our Board over 46 years’ experience in the electric utility and broadband industries. In particular, he provides extensive knowledge concerning electric distribution, generation, and transmission, as well as the technical infrastructure necessary for electric utility and broadband billing, accounting, engineering, electronic payment processing, meter data management, distributed energy resource management, and AI. The knowledge he gained as CEO of NISC, including experience in strategic planning, financial management, and business development, provides him with relevant expertise as a member of the Audit Committee. The Board also determined that Mr. Dosch qualifies as an “Audit Committee Financial Expert,” as defined by the rules under the Exchange Act, through his experience as a CEO, where he analyzed financial statements and supervised the finance and accounting professionals responsible for financial statements and internal controls over financial reporting. |

  18. Items of Business

    | Marian M. Durkin Independent Director Age: 72 Director Since: 2024 Committees Relevant Skills | Professional Experience Avista Corporation (NYSE: AVA) (regulated electric and natural gas utility company) •Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer, August 2005 through August 2020 Other Board Service •Director, Energy Insurance Mutual (mutual insurance company serving utility companies), May 2012 through May 2022 Reasons for Nomination Ms. Durkin contributes to our Board over 15 years’ experience in the regulated electric and natural gas utility industry at a public company within a state we serve in our service territory. She possesses particularly extensive knowledge of legal, governance, mergers and acquisitions, compliance, and risk management, gained through her role as General Counsel of Avista Corporation. This experience provides her with relevant expertise as a member of the Governance Committee. She also brings substantial expertise in human resources management, executive compensation, and employee benefits as a former public company executive, providing her with relevant expertise as Chair of the Compensation Committee. |

  19. Items of Business

    | PROXY STATEMENT | 18 |

  20. Items of Business

    | Douglas W. Jaeger Independent Director Age: 59 Director Since: 2024 Committees Relevant Skills | Professional Experience Ulteig, Inc. (employee-owned professional engineering services firm) •President and Chief Executive Officer and a director, since May 2015 Other Board Service •Director, Great Plains Institute (non-profit organization with a mission to accelerate the transition to net-zero carbon emissions), August 2016 through April 2025 •Director, Amsoil, Inc. (manufacturer of synthetic lubricants, fuel additives, and filters), June 2023 through May 2024 •Director, Qualus Power Services / CE Power (pure-play power services firm of energy transitions), April 2015 through July 2022 •Director, Computype Inc. (global provider of specialized labeling solutions), June 2011 through May 2024 Reasons for Nomination As CEO of Ulteig, Inc., Mr. Jaeger provides significant expertise in strategic planning and organizational development to our Board. He previously held several positions of increasing responsibility at Xcel Energy, Inc., a publicly-traded electric and natural gas company within a state we serve in our service territory, within its transmission, operations, retail marketing and sales, and product development departments. He also contributes extensive knowledge concerning corporate governance, which provides him with relevant expertise as a member of the Governance Committee. Further, he brings deep financial, risk management, and AI knowledge from his experience serving as a CEO, which provides him with relevant expertise as Chair of the Audit Committee. The Board also determined that Mr. Jaeger qualifies as an “Audit Committee Financial Expert,” as defined by the rules under the Exchange Act, through his experience as a CEO, where he analyzes financial statements and supervises the finance and accounting professionals responsible for financial statements and internal controls over financial reporting. |

  21. Items of Business

    | Charles M. Kelley Independent Director Age: 67 Director Since: 2025 Committee(1) Relevant Skills | Professional Experience ONEOK, Inc. (NYSE: OKE) (diversified and integrated midstream energy company) •Senior Vice President, Natural Gas Pipelines, April 2018 through March 2025 Other Board Service •Board Chair, A New Leaf, Inc. (non-profit organization with a mission to empower individuals with intellectual and developmental disabilities), January 2018 through December 2020 Reasons for Nomination Mr. Kelley brings over 40 years’ experience in the natural gas industry. He provides particular expertise in financial strategy and planning, corporate development, strategic planning, regulatory affairs, compliance, safety, enterprise risk management, and corporate governance gained through senior executive roles at a public company in the energy industry. This experience provides him with relevant expertise as a member of the Audit Committee. (1) The Board has appointed Mr. Kelley as a member of the Compensation Committee, effective following the Annual Meeting. |

  22. Items of Business

    | 19 | MDU RESOURCES GROUP, INC. |

  23. Items of Business

    | Tammy J. Miller Independent Director Age: 66 Director Since: 2025 Committee Relevant Skills | Professional Experience State of North Dakota •Lieutenant Governor, January 2023 through December 2024 Border States Industries, Inc. (distributor of electrical products, equipment, and services to the utility, construction, and industrial markets) •Chief Executive Officer and Board Chair, April 2006 through March 2020 Other Board Service •Director, SkyWater Technology (NASDAQ: SKYT) (semiconductor and technology company), since April 2025 •North Dakota Center for Employee Ownership (non-profit organization supporting employee ownership), since January 2026 •Vice Chair and Treasurer, Plains Art Museum (fine arts museum located in Fargo, North Dakota), since January 2026 and a director since July 2025 Reasons for Nomination Ms. Miller brings to our Board over 29 years’ experience as a supplier and solutions provider to the electric utility construction industry throughout the areas we serve in our service territory. As the former CEO and Board Chair of Border States, she provides our Board with expertise in corporate development, technology, safety, and accounting and finance, which provides her with relevant expertise as a member of the Audit Committee. As the former Lieutenant Governor of North Dakota, she also brings government affairs expertise to our Board. |

  24. Items of Business

    | Priti R. Patel Independent Director Age: 58 Director Since: 2025 Committee Relevant Skills | Professional Experience Great River Energy (not-for-profit wholesale electric power cooperative) •Vice President and Chief Transmission Officer, since May 2017 Other Board Service •Board Chair, Great Plains Institute (non-profit organization with a mission to accelerate the transition to net-zero carbon emissions), since November 2017 •Director, Midwest Reliability Organization (regional utility reliability council), since January 2021 Reasons for Nomination Ms. Patel brings to our Board nearly 29 years’ experience in the electric energy industry across investor-owned utilities, a utilities regulator within the Company’s service territory, a regional transmission operator, and an electric generation and transmission cooperative, gained through senior transmission, strategy, and legal roles. She also brings expertise in transmission development, financial, government affairs, regulatory, compliance, public policy, and safety. This experience provides her with relevant expertise as a member of the Audit Committee. |

  25. Items of Business

    | PROXY STATEMENT | 20 |

  26. Items of Business

    Director Nominees’ Skillset Matrix We believe the director nominees possess the appropriate mix of genders, ages, ethnicities, skills, business and board experience, and viewpoints. The Governance Committee regularly reviews the skills and experience that it believes are desirable to be represented on the Board. These key qualifications, including the nominees possessing these skills, are shown below.

  27. Items of Business

    | Skills, Experience, and Expertise | Anderson | Kivisto | Dosch | Durkin | Jaeger | Kelley | Miller | Patel | | Strategy | | | | | | | | | | Corporate Development experience assessing potential organic and external growth opportunities | ● | ● | ● | ● | ● | ● | ● | ● | | Human Capital Management experience in enterprise-wide management and development of talent and corporate culture | ● | ● | ● | ● | ● | | ● | | | Energy Industry experience in our businesses and related industries, including the provision of safe, reliable, and affordable service by electric and natural gas utilities and pipelines | ● | ● | ● | ● | ● | ● | ● | ● | | Regulatory Compliance and Safety experience in governmental regulations affecting our businesses and the safety of employees, customers, and the public | ● | ● | | ● | ● | ● | | ● | | Governance | | | | | | | | | | Accounting, Finance, and Audit experience in the preparation and review of financial statements, financial reports, and audit reports | ● | ● | ● | | ● | | ● | | | Capital Markets experience overseeing financings, investments, capital structures, and financial strategy | ● | ● | | | ● | ● | | | | CEO experience of a public company or substantial private company engaging with a variety of important stakeholders | ● | ● | ● | | ● | | ● | | | Corporate Governance and Legal experience dealing with complex public company governance and legal issues | ● | ● | | ● | ● | | | ● | | Cybersecurity and Technology experience overseeing information technology systems and data management, including AI, and the protection of Company and customer information | | ● | ● | | ● | | | | | Government Affairs experience with public policy issues affecting our businesses and customers | ● | ● | ● | | | ● | ● | ● | | Risk Management experience in the identification, assessment, and mitigation of risks facing the Company | ● | ● | ● | ● | ● | ● | | ● |

  28. Items of Business

    | 21 | MDU RESOURCES GROUP, INC. |

  29. Items of Business

    | Each director is individually qualified to make unique and substantial contributions. Collectively, our directors’ diverse viewpoints and independent-mindedness enhance the quality and effectiveness of Board deliberations and decision making. This blend of qualifications, attributes, and tenure results in highly-effective oversight. | | | | | | | | | | Board Tenure, Diversity, and Independence | Anderson | Kivisto | Dosch | Durkin | Jaeger | Kelley | Miller | Patel | | Board Tenure (Years of Service) | 3 | 2 | 2 | 2 | 2 | 1 | 1 | 1 | | Gender | M | F | M | F | M | M | F | F | | Race | White | White | White | White | White | White | White | Asian | | Age(1) | 68 | 52 | 72 | 72 | 59 | 67 | 66 | 58 | | Number of Other Current Public Company Boards | — | — | — | — | — | — | 1 | — | | Independent Director | ● | | ● | ● | ● | ● | ● | ● |

  30. Items of Business

    (1)As of April 1, 2026.

  31. Items of Business

    | PROXY STATEMENT | 22 |

  32. Items of Business

    Our Board of Directors Our Board consists of individuals from a variety of backgrounds—in terms of gender, age, ethnicity, skills, and business and board experience—with an equally diverse range of perspectives. What our Board shares is a common desire to support and oversee management in executing our strategy. The number of directors is determined from time to time by the Board. There are currently nine directors on our Board. Mr. Johnson will be retiring from the Board when his term expires at the conclusion of the Annual Meeting per the Corporate Governance Guidelines, and has been designated a director emeritus for a one-year term following the Annual Meeting. The Board has set the number of directors at eight directors following the Annual Meeting. The Board has delegated certain duties to its committees, which assist the Board in carrying out its responsibilities. There are three standing committees of the Board. The Board has adopted charters (investor.mdu.com/governance/governance-documents) for each of the Audit Committee, Compensation Committee, and Governance Committee. As a general principle, the Board believes that the periodic rotation of committee and committee chair assignments on a staggered basis provides opportunities to foster different perspectives, develops depth and breadth of knowledge on the Board, and prepares the Board for future director succession.

  33. Items of Business

    | The following highlight our corporate governance practices and policies: | | | ☑ | Separate Chair of the Board and CEO | | ☑ | Annual Election of All Directors | | ☑ | Proxy Access | | ☑ | Majority Voting in an Uncontested Election of Directors | | ☑ | Annual Board and Committee Assessment | | ☑ | All Directors are Independent (other than CEO) | | ☑ | Executive Sessions of Independent Directors at Every Regularly-Scheduled Board Meeting | | ☑ | Standing Committees Consist Entirely of Independent Directors | | ☑ | Proactive Stockholder Engagement Program | | ☑ | One Class of Stock | | ☑ | Stock Ownership Policy for Directors and Executive Officers | | ☑ | Anti-Hedging and Anti-Pledging Policies for Directors, Director Emeriti, and Executive Officers | | ☑ | Annual Say-On-Pay Vote | | ☑ | Clawback Policy | | ☑ | Maximum of Two Outside Public Company Board Seats for Directors |

  34. Items of Business

    | 23 | MDU RESOURCES GROUP, INC. |

  35. Items of Business

    Corporate Governance Guidelines The Corporate Governance Guidelines assist the Board in the exercise of its governance responsibilities and serve as a framework within which the Board may conduct its business, including the following duties:

  36. Items of Business

    | •Director Responsibilities •Board Leadership and Committees •Change in Director’s Principal Employment •Stock Ownership Policy •Human Capital Management and Succession Planning Oversight •Director Independence •Director Resignation Policy •Director On-Boarding •Director Qualifications | •Board Access to Management and Outside Advisors •CEO and Board Evaluations •Board Meeting Agendas •Director Compensation •Director Continuing Education •Outside Directorships Policy •Majority Voting in the Election of Directors •Review of Related Person Transactions •Director Emeritus Responsibilities |

  37. Items of Business

    The Board periodically reviews the guidelines and revises them, as appropriate. The Corporate Governance Guidelines are available at investor.mdu.com/governance/governance-documents. Independence The Governance Committee selects director nominees who think and act independently and can clearly and effectively communicate their convictions. A director is not considered independent under NYSE rules if they have a material relationship with the Company that would impair their independence. In addition to the independence criteria established by the NYSE, the Board has determined that the relationships provided below are immaterial for purposes of determining whether a director is independent under the NYSE listing standards. These categorical standards are contained in the Corporate Governance Guidelines, which are available at investor.mdu.com/governance/governance-documents.

  38. Items of Business

    | Immaterial Relationship | Description | | Investment Relationships with the Company | A director and any family member may own stock of the Company. | | Relationships with Other Businesses | A director is a current employee, or an immediate family member is a current executive officer, of a company with which the Company does business, provided that the aggregate amount involved in a year does not exceed the greater of $1 million or 2% of that entity’s annual consolidated gross revenue, and the related payments are made in the ordinary course of business and on substantially the same terms as those prevailing at the time for comparable transactions with non-affiliated parties, or involve the rendering of services as a public utility at rates or charges fixed in conformity with law or a governmental authority. | | Relationships with Tax Exempt Organizations | A director, or an immediate family member, serves as an officer, director, or trustee of a not-for-profit organization, and the Company’s and the Foundation’s contributions to the organization in any of the past three years do not exceed the greater of $1 million or 2% of that organization’s consolidated gross revenues. |

  39. Items of Business

    We individually inquire of each of our directors and executive officers about any transactions in which the Company and any of these related persons or their immediate family members are participants. We also make inquiries within the Company’s records for information on any of these kinds of transactions. Once we gather the information, we then review all relationships and transactions of which we are aware in which the Company and any of our directors, director nominees, executive officers, their immediate family members, or 5% stockholders are participants to determine, based on the facts and circumstances, whether the related persons have a direct or indirect material interest. Our CFO’s office coordinates the related person transaction review process, and reports its findings to the Audit Committee. The Governance Committee reviews any potential related person transactions involving directors and their immediate family

  40. Items of Business

    | PROXY STATEMENT | 24 |

  41. Items of Business

    members in making its recommendation to the Board concerning the independence of the directors. In approving, ratifying, or rejecting a related person transaction, the Audit Committee considers such information as it deems important to determine whether the transaction is on reasonable and competitive terms and is fair to the Company. There were no related person transactions in 2025. The Board, upon the recommendation of the Governance Committee, has determined that the following non-employee directors are independent under the NYSE rules because they have no material relationship with the Company that would impair their independence:

  42. Items of Business

    | | | | | | Darrel T. Anderson Age: 68 Director since: 2023 Chair of the Board | Vernon A. Dosch Age: 72 Director since: 2024 | Marian M. Durkin Age: 72 Director since: 2024 | Douglas W. Jaeger Age: 59 Director since: 2024 | | | | | | | Dennis W. Johnson(1) Age: 77 Director since: 2001 | Charles M. Kelley Age: 67 Director since: 2025 | Tammy J. Miller Age: 66 Director since: 2025 | Priti R. Patel Age: 58 Director since: 2025 | | (1) Mr. Johnson will be retiring from the Board when his term expires at the conclusion of the Annual Meeting per the Corporate Governance Guidelines, and has been designated a director emeritus for a one-year term following the Annual Meeting. | | | | | ALL DIRECTORS ARE INDEPENDENT, EXCEPT THE CEO | | | |

  43. Items of Business

    In making its independence determination, the Board reviewed recommendations of the Governance Committee and considered Mr. Jaeger’s and Ms. Patel’s relationships as officers of companies with which we do business. The Board determined that these relationships qualify as Relationships with Other Businesses, as described above, and are, therefore, immaterial with respect to determining their independence. The Board has determined that all members of the Audit Committee, Compensation Committee, and Governance Committee are independent as defined under the NYSE listing standards and the director independence standards adopted by the Board. Related Person Transactions The Board’s policy for the review of related person transactions is contained in the Leading with Integrity Policy and the Corporate Governance Guidelines. These policies require the Audit Committee to review any proposed transaction, arrangement, or relationship, or series thereof: •in which the Company was or will be a participant; •the amount involved exceeds $120,000; and •a related person had or will have a direct or indirect material interest. Prior to the Company entering into a related person transaction that would be required to be disclosed under the SEC rules, the Audit Committee will, after a reasonable prior review and consideration of the material facts and circumstances,

  44. Items of Business

    | 25 | MDU RESOURCES GROUP, INC. |

  45. Items of Business

    make a recommendation to the Board and appropriate officers of the Company with respect to the transaction as the Audit Committee deems appropriate. The Audit Committee will prohibit any related person transaction it determines to be inconsistent with the best interests of the Company and its stockholders. Related persons are directors, director nominees, executive officers, holders of 5% or more of our voting stock, and their immediate family members. Related persons are required promptly to report to the CLO all proposed or existing related persons transaction in which they are involved. The Company had no related person transactions in 2025. Board Leadership Structure The Bylaws and Corporate Governance Guidelines require that the Chair of the Board be independent. The Board believes this structure provides balance, and is currently in the best interest of stockholders. Separating these positions allows the CEO to focus on the full-time job of running the business, while allowing the Chair of the Board to lead the Board in its fundamental role of providing advice to, and independent oversight of, management. The Chair of the Board meets and confers regularly between Board meetings with the CEO. The Board believes this split structure recognizes the time, effort, and energy the CEO is required to devote to the position in the current business environment, as well as the commitment required to serve as the Chair of the Board, particularly as the Board’s oversight responsibilities continue to grow and demand more time and attention. A fundamental role of the Board is to provide oversight of management. To that end, the Board believes having an independent Chair of the Board is a means to hold the CEO accountable for managing the Company in alignment with stockholders’ interests. Furthermore, the Board has found that an independent Chair of the Board is best equipped to encourage discussions, including during executive sessions of independent directors. The Board believes that having separate positions and an independent director as Chair of the Board is the appropriate leadership structure for the Company at this time, and demonstrates the Company’s commitment to leading corporate governance practices. Majority Voting in the Election of Directors Directors must be elected by a majority of the votes cast in uncontested elections, and a plurality of the votes cast in contested elections. A “majority of the votes cast” means that the number of votes cast “for” a director’s election must exceed the number of votes cast “against” that director’s election (with “abstentions” and “broker non-votes” not counted as votes cast either “for” or “against” that director’s election). Our Corporate Governance Guidelines provide that any incumbent director who does not receive a majority of the votes cast in an uncontested election is required to tender his or her resignation for consideration by the Governance Committee. The Governance Committee will make a recommendation to the Board whether to accept or reject the resignation, or take other action based upon the best interests of the Company and its stockholders. In determining its recommendation to the Board, the Governance Committee shall consider all factors that it deems relevant. The director who tenders his or her resignation will not participate in the Governance Committee’s or Board’s decision. Following such determination, the Company will promptly publicly disclose the Board’s decision, including, if applicable, the reasons for rejecting the tendered resignation. Proxy Access Our proxy access bylaw allows a stockholder, or a group of up to 20 stockholders to nominate one or more director nominees if they have owned at least 3% of the Common Stock continuously for at least three years as of the date of the notice of nomination. The maximum number of nominees allowed is the greater of two individuals or 20% of the Board (subject to certain limitations set forth in the Bylaws), provided that the stockholder(s) and nominee(s) satisfy the requirements specified in the Bylaws. We believe these proxy access parameters reflect a well-designed and balanced approach to proxy access that mitigates the risk of abuse and protects the interests of all of our stockholders. See Deadlines and Procedures for Nominations and Stockholder Proposals for the 2027 Annual Meeting on page 92 for further information.

  46. Items of Business

    | PROXY STATEMENT | 26 |

  47. Items of Business

    Director and Board and Committee Leadership Refreshment, Board Tenure, and Director Retirement Policy The Company is focused on maintaining a well-constructed and high-performing Board, and recognizes the importance of Board refreshment. To that end, the Company has a director retirement policy that combines a retirement age (age 76) and a periodic individual assessment process with the annual election of directors. We have refreshed our Board over the past five years, as 11 highly-qualified independent directors were added to the Board, and following the Annual Meeting, 13 independent directors will have departed the Board (including eight directors who became members of either the Knife River or Everus boards effective upon the applicable spinoff). This balance enhances the Board’s oversight capabilities. We believe that the Board possesses the appropriate mix of genders, ages, ethnicities, skills, business and board experience, and viewpoints. During 2025, Ms. Wang departed the Board when her term expired at the conclusion of the 2025 Annual Meeting. Ms. Patel was elected to the Board in May 2025, and Mr. Kelley and Ms. Miller were elected to the Board in August 2025. Mr. Johnson will be retiring from the Board when his term expires at the conclusion of the Annual Meeting per the Corporate Governance Guidelines, and has been designated a director emeritus for a one-year term following the Annual Meeting. The Board balances refreshment with maintaining experience. The Board also recognizes the importance of board leadership refreshment and succession planning. The Board rotates committee and committee chair assignments periodically on a staggered basis to provide opportunities to foster diverse perspectives, develop further the depth and breadth of knowledge within the Board, and prepare the Board for future director succession. As part of a planned succession process, in February 2025, the Board elected Mr. Anderson as Vice Chair of the Board, and later, in May 2025, as Chair of the Board. The Board’s addition of a Vice Chair of the Board during a transition period assisted in facilitating the Board’s leadership succession process from Mr. Johnson to Mr. Anderson. Additionally, given Mr. Johnson’s upcoming retirement from the Board, the Board has appointed Mr. Anderson as the Governance Committee Chair, and Mr. Kelley as a member of the Compensation Committee, in each case effective following the Annual Meeting and Mr. Johnson’s retirement. Mandatory Resignation Each non-employee director is required to advise the Governance Committee Chair of any change in the non-employee director’s principal employment. The non-employee director must submit a letter of resignation if requested by the Governance Committee Chair after his consultation with the other members of the Governance Committee for the Governance Committee to consider. Director Emeritus From time to time, the Board may, in its discretion, designate one or more former directors as a director emeritus based on their past meritorious service to the Board. The designation of a director emeritus is expected to be infrequent and reserved for directors who have served in a special capacity for, and made significant valuable contributions to, the Company over an extended period of time, including, but not limited to, directors who have served as Chair of the Board for many years, and who possess particular expertise or knowledge of the Company, including with respect to its strategy, operations, and culture. Each such designation shall be for a one-year term or until such director emeritus’ earlier death, resignation, retirement, or removal by the Board (for any reason or no reason). Each director emeritus may be redesignated by the Board, in its discretion, for one or more additional one-year terms. A director emeritus is entitled to attend Board meetings in an advisory capacity upon invitation of the Chair of the Board, excluding executive sessions thereof, but he or she shall not be entitled to vote on Board matters or be counted for quorum purposes at any such meetings. In addition, the Board or any Board committee may request that a director emeritus be recused from any meeting.

  48. Items of Business

    | 27 | MDU RESOURCES GROUP, INC. |

  49. Items of Business

    A director emeritus will perform such functions as are requested by the Chair of the Board and/or the Board from time to time, such as serving as a representative of the Company, making himself or herself available for consultation with members of the Board or senior management on matters of key importance, providing guidance and offering opinions to the Board or committees of the Board during the meetings they are asked to attend, assisting with new director orientation and continuing director education, and playing a role in sharing with, and imparting to, employees the Company’s corporate values and culture. A director emeritus will not be considered a director for any other purpose. Any person holding the position shall, however, remain subject to, among other things, the Leading With Integrity Policy and Insider Trading Policy. A director emeritus shall receive compensation and fees as may be deemed appropriate by the Board in view of his or her services to the Company. See Director Compensation beginning on page 41 for further information. Given the Board’s desire to maintain continuity with 13 directors who, as of the Annual Meeting, will have departed the Board in the past five years (including eight directors who became members of either the Knife River or Everus boards effective upon the applicable spinoff), and to continue to benefit from his counsel following the end of his term on the Board, the Board has designated Mr. Johnson as a director emeritus, effective following the Annual Meeting. The Board has determined that his long and distinguished service to the Board, including as Chair of the Board, has allowed him to accumulate deep and valuable institutional knowledge and experience based upon his history with the Company. This knowledge and experience improves the ability of the Board to provide constructive guidance and informed oversight to management. His diverse perspective and unique insights remain valuable to the Board during this period of significant transformation for the Company. The Board has also specifically considered stockholders’ feedback that suggests the Board should balance refreshment with the need to retain institutional knowledge developed over time that benefits our stockholders. The Board believes that Mr. Johnson’s designation as a director emeritus is in the best interest of the Company and its stockholders. Director On-Boarding Our on-boarding program for new directors educates new directors about the Company and the Board’s practices through the following process: •Convenes with the CEO, CFO, CLO, CHRO, CIO, CAO, and other MPC members; •Reviews the Company’s operational, financial, strategic, IR, risk management, governance, and management succession plans; •Meets periodically with the Chair of the Board and the committee chairs for an immersion into the work of the committees; •Engages in enhanced discussions with the CUO and President, WBI Energy, Inc. regarding the Company’s utility and pipeline businesses; and •Participates in various sessions specifically tailored to the individual director, taking into consideration their board experience, committee assignments, and focus areas of our business and strategy. Director Continuing Education Director education is an ongoing process, which begins when a director joins our Board. We host quarterly Board and committee presentations to keep directors appropriately apprised of key developments concerning the following topics so they can effectively carry out their oversight responsibilities:

  50. Items of Business

    | | | | | | | | | | | AI | Audit | Board | Compensation | Governance | Legal | Pipeline | Regulatory | Utilities |

  51. Items of Business

    We also encourage all directors to attend external continuing education programs to maintain their expertise and share takeaways with the other directors concerning these programs. We reimburse directors for reasonable expenses incurred in attending continuing education programs.

  52. Items of Business

    | PROXY STATEMENT | 28 |

  53. Items of Business

    Board Attendance The Board held seven meetings during 2025. Each individual director nominee attended at least 86% of the Board and committee meetings (for the committees on which the director nominee served) during 2025, and the director nominees collectively attended nearly 96% of the aggregate Board and committee meetings, in each case for the period during which the director served. The Board holds regularly-scheduled executive sessions of independent directors in conjunction with each Board meeting. Mr. Anderson, as Chair of the Board, presides at these executive sessions, as well as at Board meetings. Directors are expected to attend annual meetings. The Annual Meeting is typically scheduled in the same week as a quarterly Board meeting. All of the directors serving at such time attended the 2025 Annual Meeting. Stock Ownership Policy The Stock Ownership Policy aligns the interests of non-employee directors and executive officers with the interests of stockholders, and promotes the Company’s sound corporate governance. The non-employee directors and executive officers are expected to achieve and maintain beneficial ownership of Common Stock having a value equal to at least the guideline indicated in the table below of the remuneration payable to them from time to time. The individual guidelines established for each participant are as follows:

  54. Items of Business

    | Covered Individual | Guideline | | Non-Employee Director | 5x Annual Retainer Fee | | CEO | 5x Annual Base Salary Rate | | Other Section 16 Officers (including the NEOs) | 3x Annual Base Salary Rate | | Other Participants | 1.5x Annual Base Salary Rate |

  55. Items of Business

    The following table illustrates which equity holdings count toward the Stock Ownership Policy:

  56. Items of Business

    | ☑ | What Counts | ☒ | What Does Not Count | | ☑ | Common Stock | ☒ | Unearned PSAs | | ☑ | RSUs | | | | ☑ | Shares held through the 401(k) plan | | | | ☑ | Shares owned by a spouse or other immediate family member residing in the participant’s household | | |

  57. Items of Business

    Executives and non-employee directors are required to achieve compliance within five years of becoming subject to the policy. The Company measures compliance at the end of each year for a compliance determination applicable during the entire ensuing year, regardless of fluctuations in the Company’s stock price. If a person subject to this policy fails to meet the required ownership level by the applicable date, that person must hold all net shares received from future vestings, after withholding any shares needed for payment of applicable taxes, until such person is in compliance. However, if the Company’s stock price declines after a participant previously met the ownership requirement, and the decline causes the participant’s holdings to fall below the applicable guideline, the participant will not be required to purchase additional shares to meet the guideline. Instead, the participant will not be permitted to sell or transfer any shares of Company stock until they meet the guideline again, except for shares sold to satisfy tax withholding obligations from vestings of prior awards. The Governance Committee will consider a non-employee director’s failure to comply with this policy when considering that director for re-election to the Board. of directors, the CEO, and other executive officers were in compliance as of 2025 year-end (or were within the initial five-year period to achieve compliance).

  58. Items of Business

    | Element | Strategy | | Benchmarking and External Engagement | We benchmark our security practices against other organizations, and are active in the information security community. | | Third-Party Assessments | We engage a range of outside experts to regularly assess our organizational security programs, processes, and capabilities. | | Internal Assessments | We regularly test and improve our information systems through security risk and compliance reviews, tabletop exercises, user access campaigns, and other strategies. The CyROC provides management and the Audit Committee with periodic analyses, appraisals, recommendations, and pertinent information concerning cyber defense of the Company’s electronic information, EIT, operational technology systems, and utilization of AI, with regular updates from the CIO. | | Training and Compliance | The Company has implemented a cybersecurity training and compliance program to facilitate initial and continuing education for employees who have contact or potential contact with the Company’s data. | | Policies, Procedures, and Practices | The CIO, along with the Director of Cybersecurity and a designated team of cybersecurity professionals, are responsible for assessing and managing risks and developing and implementing policies, procedures, and practices based on the range of threats. There are processes around access management, data security, encryption, asset management, secure system development, security operations, and network and device security to provide safeguards, along with continual monitoring of various threat intelligence feeds. The Company has an incident response plan to identify, protect, detect, respond to, and recover from cybersecurity threats and incidents that is tested at least annually. The incident response plan is updated based on results of the test or as new cyber-related developments occur. The Board, MPC, and SEC financial reporting department are notified of any material cybersecurity incident through a defined escalation process, which is risk-based and specifies who is to be contacted and when at each risk level. The Audit Committee also receives periodic briefings concerning cybersecurity, information security, technology risks, and risk mitigation programs. |

  59. Items of Business

    | •AI Governance •Board Oversight of Long-Term Strategy •Board Assessment Process •Board Refreshment | •Executive Compensation •Environmental Stewardship •Management Succession |

  60. Key Oversight Responsibilities

    | Category | Description | | Pay Position | The pay position of our non-employee directors’ compensation is within a reasonable range of the Company’s peer group reference points. | | Peer Groups | When establishing reference points for market comparisons of our non-employee directors’ compensation program, we consider the peer group used for our executive compensation purposes. See Benchmarking Approach beginning on page 51 for more information on our peer group. | | Pay Evaluation Perspective | When assessing the competitive position of our non-employee directors’ compensation program, the primary focus is the total targeted compensation opportunity. | | Pay Mix | Our non-employee directors’ compensation program consists of a mix of cash and equity, with an emphasis on equity. | | Differentiation | Non-employee directors receive additional compensation for leadership positions on the Board, including the Chair of the Board and committee chair roles. | | Stock Ownership | Our Stock Ownership Policy further aligns our directors with our stockholders’ interests, with compliance measured annually, as described further in Stock Ownership Policy on page 29. | | Deferral and Diversion Opportunities | Non-employee directors may elect to defer or divert all or a portion of their annual retainer fee and/or committee chair retainers in the form of phantom stock with dividend accruals or Common Stock, respectively. | | Regular Review | The Governance Committee and Compensation Committee conduct annual reviews of governance practices and trends in directors’ compensation, and the amount and form of non-employee directors’ compensation, respectively. |

  61. Key Oversight Responsibilities

    (1)Directors may (a) defer all or a portion of the fee in the form of phantom stock with dividend accruals, which is paid in cash over a five-year period after the director leaves the Board, or (b) divert all or a portion of the fee to Common Stock. (2)The Compensation Committee Chair cash retainer was increased from $15,000 to $20,000, effective June 1, 2025. (3)The Chair of the Board cash retainer was reduced from $100,000 to $95,000, effective June 1, 2025. The Chair of the Board receives no additional compensation for service as a committee chair, if applicable. The Vice Chair of the Board, if applicable, receives no additional compensation for service as Vice Chair of the Board. (4)The annual stock award for non-employee directors is for the director’s service provided during the calendar year. The award is granted as fully-vested stock in November each year following the regularly-scheduled Board meeting. Directors serving less than a full year receive a prorated stock award based on the number of months served in the applicable calendar year. There are no meeting fees paid to the directors. Directors are reimbursed for all reasonable travel expenses, including spousal expenses, in connection with attendance at in-person Board and committee meetings. For all compensation periods through and including 2025, none of our current directors have previously elected to defer all or a portion of any prior annual retainer, committee chair retainer, or Chair of the Board retainer into phantom stock. Mr. Johnson will be retiring from the Board when his term expires at the conclusion of the Annual Meeting per the Corporate Governance Guidelines, and has been designated a director emeritus for a one-year term following the Annual Meeting. As a director emeritus, he will be entitled to the same compensation as directors, excluding benefits. Director compensation is reviewed annually by the Compensation Committee. The Compensation Committee’s independent compensation consultant provided an analysis of the Company’s director compensation for 2025 based on research on market trends in director compensation, as well as a review of director compensation practices of companies in the revised compensation benchmarking peer group applicable to the Company after the spinoff of Everus. The Compensation Committee and Board reviewed the Compensation Committee’s independent compensation consultant’s report and made no changes to the annual compensation of non-employee directors, but did reduce the additional cash retainer for the Chair of the Board from $100,000 to $95,000 and increased the Compensation Committee Chair’s retainer from $15,000 to $20,000, in each case effective June 1, 2025.

  62. Key Oversight Responsibilities

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Anderson | 171,667 | 166,667 | 114 | 338,448 | | Dosch | 110,000 | 150,000 | 114 | 260,114 | | Durkin | 121,667 | 150,000 | 114 | 271,781 | | Jaeger | 130,000 | 150,000 | 3,714 | 283,714 | | Johnson | 160,417 | 160,417 | 5,114 | 325,948 | | Kelley(3) | 45,833 | 62,500 | 38 | 108,371 | | Miller(3) | 45,833 | 62,500 | 38 | 108,371 | | Patel(4) | 73,333 | 100,000 | 67 | 173,400 | | Wang(5) | 45,833 | 62,500 | 48 | 108,381 |

  63. Key Oversight Responsibilities

    | LTI Awards | Performance Goals | Performance Period / Vesting | | PSA Awards | 50% Three-Year Cumulative Adjusted EPS, and 50% Three-Year rTSR | Three years (vest between 0% to 200% depending on the achievement of the performance measures) | | RSU Awards | N/A | Three-Year Cliff |

  64. Key Oversight Responsibilities

    See LTI beginning on page 56 for further information. The LTI award granted to executives, including the NEOs, in 2023, which vested on December 31, 2025, was granted in the form of RSUs instead of the traditional mix of PSA and RSU awards (as the Compensation Committee deemed appropriate in 2023 with the then-pending Knife River spinoff). The Compensation Committee believed this was an appropriate and balanced approach to address the Company’s executive compensation requirements during this transformational period. The Compensation Committee is committed to fostering a pay-for-performance culture, and given the completion of the spinoffs of each of Knife River and Everus, returned to granting a mix of PSA and RSU awards in 2025, consistent with its executive compensation philosophy. See Stock Vested in 2025 on page 67 for the number of shares vested and their value at vesting.

  65. Key Oversight Responsibilities

    Say-on-Pay Stockholder Vote At our 2025 Annual Meeting, nearly 93% of shares voted on the Say-on-Pay proposal supported our executive compensation program. The Compensation Committee considered the results of the 2025 Say-on-Pay vote, and our stockholders’ strong support of our executive compensation program in reviewing the program for 2026. Additionally, we had discussions with stockholders representing over 30% of our total shares outstanding, and proxy advisory firms, regarding executive compensation as part of our 2025 stockholder engagement cycle (and, more broadly, we had some touchpoint with stockholders representing over 51% of our total shares outstanding), and we took into account stockholders’ views regarding the design and effectiveness of our executive compensation program. See Stockholder Engagement beginning on page 37 for more details on our stockholder engagement program. In light of the support and feedback received during our 2024 stockholder engagement cycle and the Company’s successful completion of the spinoffs of Knife River and Everus in connection with our transition to a pure-play regulated energy business, the Compensation Committee has returned to its prior practice before the spinoffs of granting a mix of PSA and RSU awards in 2025, which further aligns the program with the Company’s long-term strategy and stockholder expectations. The Compensation Committee will continue to assess the executive compensation program against changing business conditions and stockholder feedback. Our Say-on-Pay vote is currently held every year, consistent with the preference expressed by a majority of our stockholders. Compensation Program Design and Structure Pay-for-Performance Compensation Philosophy The centerpiece of our compensation program is our pay-for-performance philosophy that aligns incentive compensation payouts with the achievement of our annual operating plan and long-term strategy, and consequently stockholder value. This is showcased at senior levels of the Company—particularly the CEO—for whom most compensation is tied to the achievement of metrics driving the Company’s operations and stock performance. The majority of the 2025 executive compensation is performance-based with 80% of the CEO’s and on average 63% of the other NEO’s compensation being at risk. EICP awards are paid and PSA awards are earned only when we achieve or exceed our goals, and the value of RSUs fluctuate based on stock price performance. EICP payouts and PSA vestings are subject to negative discretion when appropriate to align management’s compensation with stockholder expectations regarding performance. The performance goals set by the Compensation Committee are directly linked to the Company’s strategy to focus executives on elements that drive business success and create stockholder value.

  66. Key Oversight Responsibilities

    | Party | Roles and Responsibilities | | Compensation Committee | The Compensation Committee’s purpose is to provide oversight of the executive compensation programs and practices as well as human capital management. Throughout the year, the Compensation Committee Chair, the Chair of the Board, and the Compensation Committee meet with management, and privately with their independent compensation consultant, to review performance against the established performance goals, discuss developments and emerging trends, review recommendations concerning the executive compensation design, components, and equity awards for each executive, and review human capital management issues. | | Independent Compensation Consultant | The Compensation Committee retains a nationally-recognized compensation consultant that is independent based on standards promulgated by the SEC. The Committee assessed its compensation consultant’s independence and concluded that no conflict of interest exists that would prevent it from serving as an independent compensation consultant. The independent compensation consultant reports directly to the Compensation Committee, meets periodically with the Compensation Committee privately without management present, and regularly communicates privately with the Compensation Committee Chair. Each year, the independent compensation consultant reviews the CEO’s compensation and compares it to benchmarks of peer companies. In addition, the independent compensation consultant annually reviews and makes recommendations regarding the compensation program for non-employee directors. | | Management | Management is involved in various aspects of developing the executive compensation program. The CHRO works with the CEO to develop compensation recommendations for all executive officers and other key employees, other than the CEO, and the CEO reviews the proposals with the Chair of the Board and Compensation Committee Chair, who provide feedback before any recommendations are presented to the Compensation Committee for its review. The CHRO also prepares a report on risk in relation to the Company’s compensation policies and practices. The MPC provides feedback on human capital initiatives and the report on risk in relation to the Company’s compensation policies and practices. The CLO also attends all Compensation Committee meetings and participates in some of the discussions and preparations. |

  67. Key Oversight Responsibilities

    | What We Do | | | | At Risk Compensation. The EICP is tied to demanding financial and customer-focused performance measures intended to reward the NEOs for the accomplishment of these goals. LTI awards are granted in a combination of PSAs (70%) and RSUs (30%). PSAs vest only if the Company achieves its performance goals, cumulative adjusted EPS and rTSR, in each case measured over the three-year performance period. RSUs cliff vest after three years if the NEO remains employed by the Company. | | | Independent Compensation Consultant. The Compensation Committee retains an independent compensation consultant to evaluate executive compensation plans and practices. | | | Stockholder Engagement Program. The Company conducts proactive stockholder and proxy advisory firm engagement outreach to solicit feedback. | | | Competitive Compensation. Executive compensation opportunities reflect individual performance and experience, internal equity, competitive market, and the Company’s performance. | | | Balanced Mix of Pay Components. The combination of annual cash and long-term equity-based compensation reduces the risk that an executive will take short-term action to the detriment of long-term results. | | | Mix of Financial and Customer-Focused Goals. The EICP utilizes a combination of demanding but achievable financial and customer-focused goals to measure performance, which prevents overemphasis on a single metric. No EICP payouts are made unless applicable goals are achieved. This encourages our executives to manage the business without pressuring them to take undue risks in order to obtain a payout. | | | Annual Say-on-Pay Vote. Our Say-on-Pay vote is currently held every year, consistent with the preference expressed by a majority of our stockholders. | | | Mitigate Undue Compensation Program Risks. Risks related to our compensation programs are regularly reviewed through an annual compensation risk assessment. | | | Insider Trading Policy. The Insider Trading Policy prohibits the trading of Company securities while in possession of material non-public information. | | | Stock Ownership Policy. The Company imposes and monitors a meaningful Stock Ownership Policy. | | | Clawback Policy. The Clawback Policy generally provides for the recovery of certain incentive-based compensation in the event of an accounting restatement. |

  68. Key Oversight Responsibilities

    | What We Don’t Do | | | | No In-Flight Performance Metric or Performance Target Changes. The Compensation Committee does not make changes to performance metrics or performance targets during performance cycles. | | | No Employment Agreements or Severance Benefits. All our executives are employed at-will and none have employment agreements providing for severance (other than the CIC Severance Plan). | | | No Perquisites. Executives do not receive perquisites that materially differ from those available to employees in general. | | | No Stock Options. The Company does not grant stock options. | | | No Hedging. Executives are not allowed to hedge Company securities. | | | No Pledging. Executives are not allowed to pledge Company securities in margin accounts or as collateral for loans. | | | No Tax Gross-Ups. Executives do not receive tax gross-ups on their compensation (other than for nominal service awards and gift certificates like all other employees). | | | No Excessive Change in Control Severance Payments. We do not pay change in control cash severance payments that exceed 3x base salary and target incentive compensation. | | | No Unrestricted Sales or Purchases of Securities. The Insider Trading Policy places certain restrictions on the purchase and sale of securities. | | | No Cash Dividends on Unvested LTI. We do not pay cash dividends on PSA or RSU awards, unless and until vested. | | | No Excessive Risk Taking. Our EICP payouts and LTI awards are capped to discourage inappropriate risk taking. | | | No Single Trigger Change in Control Provisions. Our LTI includes a double trigger provision in the case of a change in control. |

  69. Key Oversight Responsibilities

    Procedures for Determining Compensation Setting Compensation, Establishing Goals, and Evaluating Performance The Compensation Committee continued to focus its 2025 compensation decisions on aligning the NEOs’ interests with those of our stockholders and the performance of the Company. Its process for governing compensation during 2025 included the following activities at its scheduled meetings: Throughout the year, the Compensation Committee Chair, Chair of the Board, and Compensation Committee members meet with management, and privately with its independent compensation consultant, to review performance against established goals, discuss developments and emerging trends, review feedback from stockholder engagement meetings regarding the compensation program, and received regular Human Capital updates at meetings. Benchmarking Approach The Compensation Committee uses peer group data to assess the competitiveness of total direct compensation awarded to our executives. The Compensation Committee reviews the peer group annually and refreshes it as needed. In an effort to align the peer group with the Company following the spinoff of Everus in 2024, the Compensation Committee reviewed various companies with approximately 0.5 to 3x the Company’s revenue within the regulated utilities and pipeline industries to update the 2025 compensation peer group used to evaluate executive compensation.

  70. Key Oversight Responsibilities

    | 2025 Compensation Benchmarking Peer Group | | | | ALLETE, Inc. | IDACORP, Inc. | ONE Gas, Inc. | | Alliant Energy Corporation | MGE Energy, Inc. | Pinnacle West Capital Corporation | | Atmos Energy Corporation | New Jersey Resources Corporation | Portland General Electric Company | | Avista Corporation | NiSource Inc. | Southwest Gas Holdings, Inc. | | Black Hills Corporation | Northwest Natural Holding Company | Spire Inc. | | DT Midstream, Inc. | Northwestern Energy Group Inc. | TXNM Energy, Inc. | | Equitrans Midstream Corporation | OGE Energy Corp. | |

  71. Key Oversight Responsibilities

    One goal of the Compensation Committee is to provide competitive total compensation opportunities for the NEOs that vary with Company performance. The Compensation Committee uses the peer group benchmark information as a reference point in evaluating executive compensation, assessing the competitiveness of total direct compensation awarded to our executives, and designing compensation plans and benefits. It does not, however, attempt to match the compensation of each executive position in the Company precisely with that of an equivalent position in the peer group. In general, the Compensation Committee looks to position an executive’s total compensation near the median of comparable positions at peer companies. The Compensation Committee also considers other factors, including performance, responsibility, experience, tenure, internal equity, and market positioning, when determining compensation. In an effort to more closely align the peer groups used for compensation, LTI, and financial reporting purposes, the peer group was further refined in 2025 to reflect the peer companies utilized for measuring rTSR performance, as disclosed in LTI beginning on page 56. This refinement resulted in removing ALLETE, Inc., DT Midstream, Inc., and Equitrans Midstream Corporation from the peer group, and adding Chesapeake Utilities Corporation, National Fuel Gas Company, and Otter Tail Corporation to the peer group.

  72. Key Oversight Responsibilities

    | We have a history of setting challenging performance goals. EICP payouts are earned only when we achieve or exceed our goals, and awards are subject to negative discretion when appropriate to align management’s payouts with stockholders’ expectations regarding financial performance. |

  73. Key Oversight Responsibilities

    | Strategic Imperative | Performance Metric | Weight (%) | Threshold | Target | Maximum | Actual Weighted Payout as a Percentage of Target (%) | | C | Customers and Community (Customer Satisfaction) Satisfying our customers and serving our communities is central to our CORE strategy. To further this end, the Compensation Committee established a customer-focused goal of achieving industry-leading customer satisfaction, as measured by the communities we serve and among our peers in the J.D. Powers 2025 U.S. Gas Utility Residential Customer Satisfaction Study, which benchmarks customer satisfaction performance among gas utilities. | 10 | | | | 20.0 | | | | | 96.4th Percentile | | | | | | | | 65 | 75 | 90 | | | | | | (percentile rank) | | | | | | Operational Excellence (Reliability) Reliable energy service keeps our customers satisfied and fuels the economies of the communities we serve. To drive all of our operations towards meeting customers’ expectations, the Compensation Committee set a goal of minimizing unplanned service outages (as a percentage of total service events). | 10 | | | | 20.0 | | | | | 2.2 | | | | | | | | 15 | 11 | 7 | | | | | | (%) | | | | | R | Returns Focused (Financial) Heathy returns allow us to secure investment and obtain competitive financing for investments that provide safe and reliable service to both current and new customers. Consistent with the Compensation Committee’s pay-for-performance philosophy, it set the Adjusted Income from Continuing Operations target based upon the business plan and budget approved by the Board.(1) | 70 | | | | 74.3 | | | | | 191.6 million | | | | | | | | 171.40 | 190.40 | 209.40 | | | | | | ($)(presented in millions) | | | | | E | Employee Driven (Safety) Safe employees deliver better service and reduce costs associated with preventable incidents. To emphasize safety in our daily operations, the Compensation Committee established a goal of reducing the preventable incidents frequency rate and increasing timely reporting.(2) The total payout is based on the frequency rate achieved plus up to an additional 5% payout for timely reporting. | 10 | | | | 12.1 | | | | | 2.71(3) | | | | | | | | 3 | 2.75 | 2.5 | | | | | | (frequency rate) | | | | | Total | | | | | | 126.4 |

  74. Key Oversight Responsibilities

    | Name | Target as a Percentage of Base Salary (%)(1) | Actual 2025 Payout ($) | | Kivisto | 100 | 1,169,200 | | Vollmer | 75 | 579,228 | | Senger | 60 | 382,234 | | Foti | 65 | 382,044 | | Johnson | 60 | 331,042 | | (1)The Compensation Committee did not make any changes to the percentages of base salary used to determine target EICP awards for the NEOs, except for Mr. Johnson whose target was increased from 50% of base salary to 60% of base salary based on a position-oriented analysis of market incentives. | | |

  75. Key Oversight Responsibilities

    | LTI Award | Performance Goals | Performance Period / Vesting | | PSA Awards | 50% Three-Year Cumulative Adjusted EPS, and 50% Three-Year rTSR | Three years (vest between 0% to 200% depending on the achievement of the performance measures) | | RSU Awards | N/A | Three-Year Cliff |

  76. Key Oversight Responsibilities

    | Name | LTI Target as a Percentage of Base Salary (%)(1) | LTI Target ($) | PSA Award at Target (70% of LTI) (#)(2) | RSU Award (30% of LTI) (#)(2) | | Kivisto | 300 | 2,775,000 | 107,261 | 45,969 | | Vollmer | 165 | 1,008,150 | 38,968 | 16,700 | | Senger | 90 | 453,600 | 17,532 | 7,514 | | Foti | 110 | 511,500 | 19,771 | 8,473 | | Johnson | 80 | 349,200 | 13,497 | 5,785 | | (1)The Compensation Committee did not make any changes to the LTI award opportunities for the NEOs, except for Messrs. Vollmer (previously 170%) and Senger (previously 100%) based on a position-oriented analysis of market incentives. | | | | | | (2)The LTI awards were determined using the average closing price of a share of Common Stock from January 1 through January 22, 2025 ($18.11). | | | | |

  77. Three-Year Cumulative Adjusted EPS

    | Performance Level | Cumulative Adjusted EPS | Vesting Percent of Target (%) | | Below Threshold | < 95% | — | | Threshold | 95% | 50 | | Target | Target | 100 | | Maximum | 107% | 200 |

  78. Three-Year Cumulative Adjusted EPS

    | Performance Level | rTSR Percentile Rank | Vesting Percent of Target (%) | | Below Threshold | < 25th percentile | — | | Threshold | 25th percentile | 50 | | Target | 50th percentile | 100 | | Maximum | 80th percentile | 200 |

  79. Three-Year Cumulative Adjusted EPS

    The LTI award granted to executives, including the NEOs, in 2023, which vested on December 31, 2025, was granted in the form of RSUs instead of the traditional mix of PSA and RSU awards (as the Compensation Committee deemed appropriate in 2023 with the then-pending Knife River spinoff). The Compensation Committee believed this was an appropriate and balanced approach to address the Company’s executive compensation requirements during this transformational period. The Compensation Committee is committed to fostering a pay-for-performance culture, and given the completion of the spinoffs of each of Knife River and Everus, returned to granting a mix of PSA and RSU awards in 2025, consistent with its executive compensation philosophy. See Stock Vested in 2025 on page 67 for further information.

  80. Three-Year Cumulative Adjusted EPS

    | Name | Pension Plans | 401(k) Plan | SISP | Deferred EICP | Defined Contribution Plan | DCP | CIC Severance Plan | | Kivisto | ● | ● | ● | ● | | | ● | | Vollmer | ● | ● | | | ● | ● | ● | | Senger | ● | ● | ● | | | ● | ● | | Foti | | ● | | | | ● | ● | | Johnson | ● | ● | | | ● | ● | ● |

  81. Three-Year Cumulative Adjusted EPS

    Deferred EICP The Company maintains a Deferred EICP for certain executives, including Ms. Kivisto, who met the eligibility requirements prior to freezing the deferred compensation provision of the EICP to new contributions, effective in January 2021. Prior to January 2021, executives participating in the EICP could elect to defer up to 100% of their EICP payouts. These deferrals accrue interest at a rate of the average of the Treasury High Quality Market Corporate Bond Yield Curve for the last business day of each month for the prior twelve-month period from October to September. The interest rate in effect for 2025 was 5.41%. Deferred amounts are paid based on the participant’s election either as a lump sum or monthly installments not to exceed 120 months following termination of employment or beginning in the fifth year following the year the award was earned. In the event of a participant’s death, all amounts deferred are payable to the participant’s estate or beneficiary in a lump sum. In the event of a change in control, all amounts deferred would immediately become payable. Defined Contribution Plan The Company maintains a Defined Contribution Plan for certain executives, including Messrs. Vollmer and Johnson, who met the eligibility requirements prior to the plan being frozen for new participants effective in January 2021. Prior to January 2021, the Defined Contribution Plan provided Company contributions to a select group of employees approved by the Compensation Committee. Participants may select from a group of investment options, and their account balance represents an unsecured promise of the Company based on a hypothetical investment experience per the participant’s elections. Participants may elect to receive their benefit either in a lump sum or in annual installments up to 10 years upon separation from service with the Company. Plan benefits become fully vested if the participant dies while actively employed. Benefits are forfeited if the participant’s employment is terminated for cause. DCP The Company maintains a DCP for certain executives, including Messrs. Vollmer, Foti, Senger, and Johnson, whereby the participant has the opportunity to defer up to 80% of base salary and 100% of EICP payout. Participants may also receive Company contributions as follows: •Discretionary credits to select individuals recommended by the CEO and approved by the Compensation Committee; •Credits to provide full funding of 401(k) Plan contributions when total contributions exceed the applicable IRS limit; and •Discretionary credits determined by the Company as part of an offer package to a new executive. Participants are 100% vested in their contributions of salary, EICP payouts, and credits to provide full funding of retirement contributions, but vesting of discretionary employer credits occurs ratably over three years. Participants can establish one or more retirement or in-service accounts, which capture the hypothetical investment experience based on a suite of investment options. Participants may elect to receive their vested contributions and investment earnings either in a lump sum or annual installments up to 10 years for retirement accounts or five years for in-service accounts upon a qualifying distribution event. Plan benefits become fully vested and payable in a lump sum if the participant dies, becomes disabled while actively employed, attains age 65 with completing ten years of service, or is terminated within one year following a change in control. Benefits associated with employer discretionary credits are forfeited if the participant’s employment is terminated for cause. NEOs receiving a company discretionary credit for 2025 based on a percentage of their base salary included Mr. Vollmer (15%), and Messrs. Foti and Johnson (each 10%). Messrs. Senger and Johnson each also received a credit of $4,025 to provide full funding of their 401(k) Plan contribution.

  82. Three-Year Cumulative Adjusted EPS

    CIC Severance Plan We believe it is important, and that the interests of our stockholders will be best served and aligned with management, to provide our management team with certain benefits in the event of a “change in control.” These benefits seek to mitigate any potential reluctance of management to pursue potential “change in control” transactions that may be in the best interests of our stockholders. As a result, the Board adopted the CIC Severance Plan in February 2024. The CIC Severance Plan provides certain executives, including the NEOs, with compensation and benefits in the event of a “qualifying termination” following a “change in control,” including (a) a cash lump sum equal to the participant’s earned but unpaid annual base salary and EICP payout from a prior performance period, any accrued and unused vacation pay, and previously-incurred but unreimbursed business expenses, and a prorated portion of the participant’s target EICP payout for the year in which terminations occurs, (b) a cash lump sum equal to a multiple (determined by the participant’s tier level, i.e., 3x and 2x for Ms. Kivisto and the remaining NEOs, respectively) of annual base salary and target EICP payout, (c) retiree medical, if applicable, and (d) outplacement services. Additionally, the LTIP provides that, upon a change in control, each outstanding award shall vest in full (provided that the treatment of any performance goals applicable to the award will be determined in accordance with the terms of the applicable award agreement), except that such vesting shall not apply to the extent that a replacement award is provided to the participant. See Potential Payments Upon Termination or Change in Control beginning on page 69 for definitions of “qualifying termination” and “change in control,” and additional information for specific benefits under the CIC Severance Plan for the NEOs. For the avoidance of doubt, unless otherwise determined by the Board, the sale of a subsidiary, operating entity, or business unit of the Company shall not constitute a “change in control” for purposes of the CIC Severance Plan. Perquisites NEOs do not receive perquisites that materially differ from those generally available to other employees. No Employment Agreements None of the NEOs have employment agreements and are, therefore, all employed at-will. Key Compensation Governance Policies Clawback Policy The Company maintains a Clawback Policy for the recoupment of incentive compensation in compliance with SEC rules and the NYSE listing standards. The policy applies to all current and former executive officers, within the meaning of the Exchange Act, who receive or received incentive-based compensation on or after October 2023. Under the policy, in the event that the financial results upon which incentive-based compensation was predicated become the subject of a financial restatement that is required because of material non-compliance with financial reporting requirements (including any accounting restatement required to correct an error in previously-issued financial statements that is material to the previously-issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period), the Compensation Committee will clawback any erroneously-awarded incentive-based compensation, so that the ultimate payout gives retroactive effect to the financial results, as restated, except if the direct expense paid to a third party to assist in enforcing this policy would exceed the amount to be recovered after making a reasonable attempt to recover. The recovery of such compensation applies regardless of whether an executive officer engaged in misconduct or otherwise caused or contributed to the required restatement. The policy prohibits the Company from indemnifying any current or former executive officer against the loss of erroneously awarded compensation.

  83. Three-Year Cumulative Adjusted EPS

    Stock Ownership Policy The Stock Ownership Policy for our non-employee directors and executive officers requires ownership of Common Stock at a multiple of the non-employee director’s cash retainer or the executive’s base salary, respectively. At 2025 year-end, all of the NEOs either met or exceeded their applicable requirements (i.e., Ms. Kivisto and Messrs. Vollmer, Senger, and Johnson) or were within the initial five-year period to achieve compliance (i.e., Mr. Foti). See Stock Ownership Policy on page 29 for further information. Insider Trading Policy The Insider Trading Policy governs the purchase, sale, and/or other dispositions of the Company’s securities by directors, director emeriti, officers, employees, and other covered persons, and the Company itself, and is designed to promote compliance with insider trading laws, rules, and regulations, and NYSE listing standards. A copy of the Insider Trading Policy is available at investor.mdu.com/governance/governance-documents. The Insider Trading Policy (as well as the Director Compensation Policy and Executive Compensation Policy) also prohibits directors, director emeriti, and executives from hedging their ownership of Common Stock. Under this policy, directors, director emeriti, and executives are prohibited from engaging in transactions that allow them to own stock technically, but without the full risks of such ownership, including, but not limited to, zero-cost collars, equity swaps, straddles, prepaid variable forward contracts, security futures contracts, exchange funds, and forward sale contracts. The policy also prohibits directors, director emeriti, and executives from holding Common Stock in a margin account, with certain exceptions, or pledging Common Stock as collateral for a loan. Common Stock may be held in a margin brokerage account only if the stock is explicitly excluded from any margin, pledge, or security provisions of the customer agreement. In addition, no director or executive may engage in these types of transactions while in possession of material nonpublic information concerning the Company. For additional information regarding the Company’s policy prohibiting hedging or pledging of the Company’s stock, see Insider Trading Policy available at investor.mdu.com/governance/governance-documents. Impact of Tax and Accounting Treatment The Compensation Committee did not make any adjustments to the 2025 compensation program to address the impact of tax or accounting treatment. The Compensation Committee may also consider the accounting and cash flow implications of various forms of executive compensation. We expense salaries and EICP payouts as earned. For our equity awards, we record the accounting expense in accordance with FASB ASC 718, which is generally over the vesting period.

  84. Three-Year Cumulative Adjusted EPS

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($)(7) | | Nicole A. Kivisto | 2025 | 925,000 | 2,600,313 | 1,169,200 | 67,865 | 49,874 | 4,812,252 | | President and Chief Executive Officer | 2024 | 966,137 | 3,162,624 | 1,454,400 | — | 45,744 | 5,628,905 | | | 2023 | 550,000 | 980,883 | 845,625 | 58,798 | 43,974 | 2,479,280 | | Jason L. Vollmer | 2025 | 611,000 | 944,686 | 579,228 | 1,938 | 135,274 | 2,272,126 | | Chief Financial Officer | 2024 | 602,317 | 1,415,617 | 712,050 | — | 126,969 | 2,856,953 | | | 2023 | 565,000 | 1,007,320 | 760,631 | 1,966 | 122,874 | 2,457,791 | | Garret Senger | 2025 | 513,692 | 425,031 | 382,234 | 50,821 | 59,649 | 1,431,427 | | Chief Utilities Officer | 2024 | 480,000 | 591,717 | 296,928 | — | 46,864 | 1,415,509 | | Anthony D. Foti(8) Chief Legal Officer and Corporate Secretary | 2025 | 465,000 | 479,301 | 382,044 | — | 93,232 | 1,419,577 | | Rob L. Johnson | 2025 | 436,500 | 327,216 | 331,042 | — | 105,001 | 1,199,759 | | President, WBI Energy, Inc. | 2024 | 386,250 | 396,901 | 395,906 | — | 87,584 | 1,266,641 | | | 2023 | 347,917 | 293,584 | 337,731 | — | 74,239 | 1,053,471 |

  85. Three-Year Cumulative Adjusted EPS

    | Termination Event | Severance ($)(1) | LTI ($)(2) | Nonqualified Deferred Compensation ($)(3) | Disability Insurance ($)(4) | Total ($) | | Kivisto | | | | | | | Death | — | 4,506,844 | 177,155 | — | 4,683,999 | | Disability | — | 4,506,844 | — | 425,549 | 4,932,393 | | CIC (with Termination) | 6,547,751 | 8,297,204 | 177,155 | — | 15,022,110 | | CIC (w/o Termination) | — | — | 177,155 | — | 177,155 | | Vollmer | | | | | | | Death | — | 1,838,440 | 994,233 | — | 2,832,673 | | Disability | — | 1,838,440 | 714,916 | 644,418 | 3,197,774 | | CIC (with Termination) | 2,638,239 | 3,316,050 | 714,916 | — | 6,669,205 | | Senger | | | | | | | Voluntary or w/o Cause | — | 642,862 | — | — | 642,862 | | Death | — | 810,323 | 4,240 | — | 814,563 | | Disability | — | 810,323 | 4,240 | — | 814,563 | | CIC (with Termination) | 1,988,454 | 1,466,736 | 4,240 | — | 3,459,430 | | Foti | | | | | | | Death | — | 188,845 | 348,486 | — | 537,331 | | Disability | — | 188,845 | 348,486 | 777,785 | 1,315,116 | | CIC (with Termination) | 1,888,751 | 566,575 | 348,486 | — | 2,803,812 | | Johnson | | | | | | | Voluntary or w/o Cause | — | 413,854 | — | — | 413,854 | | Death | — | 542,779 | 662,929 | — | 1,205,708 | | Disability | — | 542,779 | 283,058 | 139,101 | 964,938 | | CIC (with Termination) | 1,732,792 | 1,007,578 | 283,058 | — | 3,023,428 |