0000067716false00000677162024-07-182024-07-18

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K


CURRENT REPORT


PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported): July 18, 2024


MDU Resources Group Inc
(Exact name of registrant as specified in its charter)

(State or other jurisdiction of(Commission File Number)(I.R.S. Employer Identification No.)
incorporation)
Delaware1-0348030-1133956

1200 West Century Avenue
P.O. Box 5650
Bismarck, North Dakota 58506-5650
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code (701) 530-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
(Title of each class)(Trading Symbol(s))(Name of each exchange on which registered)
Common Stock, par value $1.00 per shareMDUNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐






Item 8.01    Other Events.

On July 18, 2024, MDU Resources Group, Inc. (the “Company”) issued a press release announcing that the Company’s board of directors has selected the management team who will lead Everus Construction Group, Inc. (“Everus”), the Company’s construction services subsidiary, effective upon completion of the anticipated separation of Everus into an independent, publicly traded company.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit NumberDescription
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).




2


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 18, 2024

MDU Resources Group, Inc.
By:/s/ Paul R. Sanderson
Paul R. Sanderson
Vice President, Chief Legal Officer
    and Secretary

3



Exhibit 99.1
mdurlogo.jpg

MDU Resources’ Board of Directors Names Leadership for Everus Construction Group, Effective on Spinoff

BISMARCK, N.D. — July 18, 2024 — MDU Resources Group, Inc.’s (NYSE: MDU) board of directors has selected the management team to lead Everus Construction Group, the company’s construction services subsidiary, effective when the anticipated spinoff of Everus into an independent, publicly traded company is complete. MDU Resources expects the spinoff to be complete in late 2024.

The executive management positions at Everus, effective when the spinoff is complete, include:
•Jeffrey S. Thiede, who will remain president and CEO, a position he has held since 2013. Thiede has been with the company for 20 years.
•Thomas D. Nosbusch, who will become chief operating officer. Nosbusch currently is executive vice president of Everus and has been with the company since 1999.
•Maximillian J. Marcy, who will become vice president, chief financial officer and treasurer. Marcy will join Everus on Aug. 12. He previously was vice president II and business unit CFO of the Engineering Adhesives Segment at H.B. Fuller Company.
•Paul R. Sanderson, who will become vice president, chief legal officer and secretary. Sanderson currently is vice president, chief legal officer and secretary for MDU Resources, the position he has held since joining the company in 2023.
•Jon B. Hunke, who will become vice president and chief accounting officer. Hunke currently is vice president of accounting and enterprise information technology for Everus and has been with the company for 21 years.
•Ray T. Kelly, who will remain senior vice president of market development. Kelly has been with the company since 2016.
•Britney A. Hendricks, who will become vice president of human resources. Hendricks currently is director of human resources for Everus and has been with the company for five years.
•Jason A. Behring, who will become vice president of technology. Behring has been with the company for 25 years and currently is director of enterprise information technology for Everus.

“Our deep bench of talent and long-term succession planning ensure we have the right people in place to lead Everus and MDU Resources as the two businesses become separate, publicly traded companies that are well-positioned for continued growth,” said Dennis W. Johnson, chair of the board of MDU Resources.

Through the planned spinoff of Everus, MDU Resources will achieve its objective of becoming a pure-play regulated energy delivery business. The Everus spinoff is expected to be effected as a tax-free spinoff to MDU Resources shareholders.

“We believe this is the right time to spin off Everus to optimize value for shareholders as the construction services business has a history of record performance, is benefiting from strong industry tailwinds, and this management team has the experience to continue to lead Everus’ growth,” said Nicole A. Kivisto, president and CEO of MDU Resources. “We will continue to focus on our core strategy with our pure-play regulated energy delivery business at MDU Resources as we look to continue growing into the future.”







Exhibit 99.1
Forward-Looking Statements
Information in this release includes certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. The forward-looking statements in this release, including information about the planned spinoff of Everus Construction Group, the timing of the planned spinoff and statements by MDU Resources’ chair and CEO, are expressed in good faith and are believed by the company to have a reasonable basis. Nonetheless, actual results may differ materially from the projected results expressed in the forward-looking statements. For a discussion of important factors that could cause actual results to differ materially, refer to Item 1A — Risk Factors in MDU Resources’ most recent Form 10-K and Form 10-Q and subsequent filings with the SEC.

About MDU Resources
MDU Resources Group, Inc., a member of the S&P MidCap 400 index, provides essential products and services through its regulated energy delivery and construction services businesses. Founded in 1924, the company is celebrating its 100th anniversary; learn more at www.mdu.com/100th-anniversary. For more information about MDU Resources, visit www.mdu.com or contact the Investor Relations Department at investor@mduresources.com.

About Everus Construction Group
Everus Construction Group, Inc. is Building America’s Future™ by providing a full spectrum of construction services through its electrical and mechanical, and transmission and distribution specialty contracting services across the United States. These specialty contracting services are provided to utility, transportation, commercial, industrial, institutional, renewable and other customers. Its E&M contracting services include construction and maintenance of electrical and communication wiring and infrastructure, fire suppression systems, and mechanical piping and services. Its T&D contracting services include construction and maintenance of overhead and underground electrical, gas and communication infrastructure, as well as manufacturing and distribution of transmission line construction equipment and tools. For more information about Everus, visit www.everus.com.

Media Contact: Laura Lueder, manager of communications and public relations, 701-530-1095
Investor Contact: Brent Miller, assistant treasurer, 701-530-1730


v3.24.2
Cover
Jul. 18, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Jul. 18, 2024
Entity Registrant Name MDU Resources Group Inc
Entity Incorporation, State or Country Code DE
Entity File Number 1-03480
Entity Tax Identification Number 30-1133956
Entity Address, Address Line One 1200 West Century Avenue
Entity Address, Address Line Two P.O. Box 5650
Entity Address, City or Town Bismarck
Entity Address, State or Province ND
Entity Address, Postal Zip Code 58506-5650
City Area Code 701
Local Phone Number 530-1000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $1.00 per share
Trading Symbol MDU
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0000067716
Amendment Flag false
Grafico Azioni MDU Resources (NYSE:MDU)
Storico
Da Dic 2024 a Gen 2025 Clicca qui per i Grafici di MDU Resources
Grafico Azioni MDU Resources (NYSE:MDU)
Storico
Da Gen 2024 a Gen 2025 Clicca qui per i Grafici di MDU Resources