Spin-off - MDU RESOURCES GROUP INC

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Form Type: 11-K

Filing Date: 2025-06-18

Corporate Action: Spin-off

Type: Update

Accession Number: 000006771625000061

Filing Summary: This document is the annual report for the MDU Resources Group, Inc. 401(k) Retirement Plan for the fiscal year ending December 31, 2024. It includes the audited financial statements and the report of Deloitte & Touche LLP, the independent registered public accounting firm. Significant highlights include the completion of the separation and distribution of shares from the Everus Construction Group, Inc. to stockholders in 2024, affecting plan participants who held Company common stock, resulting in participants receiving one share of Everus common stock for every four shares of MDU Resources common stock held. The report outlines the net assets available for benefits totaling approximately $775.6 million as of December 31, 2024, a decrease from the previous year primarily due to the plan transfer relating to the spin-off. Additionally, it details limited participant contributions, employer contributions, and the types of investment options available within the plan. The financial statements show a total investment income of about $168.6 million, with total deductions amounting to approximately $98.9 million, and a net decrease in net assets available for benefits after transfer. The documentation clarifies eligibility criteria for participants, contribution limits, and distribution options for participants upon termination of employment or other qualifying events. Overall, the report provides comprehensive insights into the plan's structure, performance, and operations.

Additional details:

Name Of Plan: MDU RESOURCES GROUP, INC. 401(k) RETIREMENT PLAN


Reporting Firm: Deloitte & Touche LLP


Net Assets Available For Benefits: 775585972


Investment Income: 168600561


Total Contributions: 56026135


Distributions To Participants: 98314102


Plan Transfer Amount: 180760407


Profit Sharing Retirement Contributions: 12700000


Maximum Catch Up Deferral: 7500


Form Type: SD

Filing Date: 2025-05-30

Corporate Action: Spin-off

Type: New

Accession Number: 000006771625000058

Filing Summary: On May 30, 2025, MDU Resources Group, Inc. filed a Special Disclosure Report (Form SD) to announce the completion of the separation of Everus Construction Group, Inc., which was the Company's former construction services business. This separation was finalized on October 31, 2024, resulting in Everus becoming an independent, publicly-traded company. As a consequence of this spin-off, MDU no longer manufactures or contracts for the manufacture of any products that require reporting under Form SD. The report covers products manufactured or contracted for manufacture by MDU from January 1, 2024, through October 31, 2024, and indicates that the Company does not expect further filing obligations related to Everus’ operations under Rule 13p-1, although it will continue to monitor for any future obligations due to acquisitions or changes in operations.

Additional details:

Conflict Minerals Disclosure Link: mdu.com/about-us/integrity


Separation Date: 2024-10-31


Former Business Name: Everus Construction Group, Inc.


Reporting Period Start: 2024-01-01


Reporting Period End: 2024-10-31


Form Type: ARS

Filing Date: 2025-04-03

Corporate Action: Spin-off

Type: New

Accession Number: 000006771625000034

Filing Summary: MDU Resources Group, Inc. successfully completed the tax-free spin-off of Everus Construction Group on October 31, 2024. This strategic move marked a significant transformation for MDU Resources, establishing it as a pure-play regulated energy delivery business. The spinoff optimizes value for stockholders and enables MDU to focus on its CORE strategy, which emphasizes customers, operational excellence, returns, and employee engagement. Following previous spinoffs, including Knife River Corporation in 2023, MDU has achieved a combined market capitalization of $12.9 billion as of December 31, 2024, an increase of $7 billion since May 2023. The company reported a 68% total stockholder return in 2024, demonstrating strong execution of its strategic vision. Plans for 2025 include expansions in energy capacity, investments in infrastructure, and pursuing new growth opportunities such as the Badger Wind Farm project, where MDU subsidiary, Montana-Dakota Utilities Co., is acquiring a 49% interest. MDU Resources also committed over $1.76 million to charitable organizations as part of its dedication to community engagement and continued to enhance customer satisfaction, safety measures, and operational efficiencies across its services.

Additional details:

Spinoff Completed: 2024-10-31


Market Cap Combined: $12.9 billion


Total Stockholder Return: 68% in 2024


Capital Investment Plan: $3.1 billion from 2025 through 2029


Acquisition Interest: 49% ownership in Badger Wind Farm


Form Type: DEF 14A

Filing Date: 2025-04-03

Corporate Action: Spin-off

Type: Update

Accession Number: 000006771625000031

Filing Summary: MDU Resources Group, Inc. has successfully executed strategic spinoffs, including Knife River in 2023 and Everus in 2024, transitioning to a pure-play regulated energy delivery business. Each stockholder received shares of the spinoff companies proportional to their holdings in MDU. The market capitalization of the combined companies increased significantly from $5.9 billion in May 2023 to $12.9 billion by December 2024, resulting in a $7 billion incremental value for stockholders. This strategic shift aims to enhance shareholder value and focus on concentrated growth in electric and natural gas distribution and pipeline segments. The company has planned $3.1 billion in capital investments over the next five years, demonstrating its commitment to providing reliable and affordable energy while ensuring safety and environmental responsibility. The document serves as a proxy statement for the upcoming annual meeting, detailing executive compensation, director election proposals, and other governance matters.

Additional details:

Record Date: 2025-03-14


Annual Meeting Date: 2025-05-13


Net Income: 281.1 million


Regulated Energy Earnings: 189.7 million


Electric Utility Earnings: 74.8 million


Dividends Declared: 103.9 million


Market Cap Previous: 5.9 billion


Market Cap Current: 12.9 billion


Form Type: 10-K

Filing Date: 2025-02-20

Corporate Action: Spin-off

Type: none

Accession Number: 000006771625000016

Filing Summary: MDU Resources Group Inc. is discussing its financial performance and operations for the fiscal year ending December 31, 2024. Notably, the report mentions the disposal of certain operations classified as discontinued, specifically relating to Knife River Corporation, which has undergone a spin-off. The financial implications of this corporate action, including loss provisions and other regulatory impacts, are highlighted. The document provides detailed financial statements, segment performance, and operational adjustments related to the spin-off of Knife River Corporation. Additionally, there was reference to revenue cycles and operational efficiency within its electric, natural gas distribution, and pipeline services. The company's strategy post-spin-off has been outlined, emphasizing expected growth and diversification in its utility services as they move forward with their business strategies adapted in response to evolving market conditions and regulatory environments.

Additional details:

Key Name: discontinued_operations

Value: Knife River Corporation


Key Name: revenue_cycles

Value: includes operating segments such as electric and natural gas distribution


Key Name: financial_provisions

Value: documents loss provisions related to discontinued operations


Key Name: strategic_plan

Value: focus on growth in utility services post-spin-off


Key Name: regulatory_impacts

Value: analyzed in the context of corporate actions executed.


Form Type: 8-K

Filing Date: 2024-11-05

Corporate Action: Spin-off

Type: Update

Accession Number: 000006771624000100

Filing Summary: The document reports a spin-off of Everus Construction Group, Inc. from MDU Resources Group, Inc.

Additional details:

Newco Cik: 2015845

Parent Cik: 67716

File Number: 1-03480

Access 12: 000006771624

:

Effective Date: 2024-09-03

Spin Off Id: 1605

Deleted: 1

Form Type: 8-K

Filing Date: 2024-11-01

Corporate Action: Spin-off

Type: Update

Accession Number: 000114036124044885

Filing Summary: This document describes a successful spin-off of Everus Construction Group, Inc. from MDU Resources Group, Inc.

Additional details:

Newco Cik: 2015845

Parent Cik: 67716

File Number: 1-03480

Access 12: 000114036124

: 0

Effective Date: 2024-09-03

Spin Off Id: 1605

Form Type: 8-K

Filing Date: 2024-10-17

Corporate Action: Spin-off

Type: Update

Accession Number: 000006771624000097

Filing Summary: The document pertains to the planned separation of the wholly-owned construction services subsidiary, Everus Construction Group, Inc. from MDU Resources Group, Inc.

Additional details:

Newco Cik: 2015845

Parent Cik: 67716

File Number: 1-03480

Access 12: 000006771624

: 0

Effective Date: 2024-09-03

Spin Off Id: 1605

Form Type: 8-K

Filing Date: 2024-09-03

Corporate Action: Spin-off

Type: New

Accession Number: 000006771624000089

Filing Summary: MDU Resources Group, Inc. plans to spin off its wholly owned construction services business, Everus Construction, Inc., into a new company called Everus Construction Group, Inc. The separation and distribution are expected to be completed in late 2024.

Additional details:

Newco Cik: 2015845

Parent Cik: 67716

File Number: 1-03480

:

Effective Date: 2024-09-03

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