MDU Resources Prices Public Offering of 10,152,284 Shares of Common Stock with a Forward Component

Rhea-AI Summary

MDU Resources (NYSE: MDU) priced an underwritten public offering of 10,152,284 shares at $19.70 per share and granted underwriters an option for 1,522,842 additional shares. The offering uses forward sale agreements with Wells Fargo, BofA and J.P. Morgan; settlement is expected no later than 24 months after the offering. MDU will not initially receive proceeds from secondary forward sales; if it elects physical settlement, expected uses include debt repayment, capital expenditures, acquisitions and payment in 2026 for a 49% interest in the Badger Wind Farm.

Closing is expected on or about December 5, 2025.

Positive

• Offering priced at $19.70 per share
• Forward component covers 10,152,284 shares
• Company can raise proceeds at physical settlement up to 24 months

Negative

• Potential dilution of at least 10,152,284 shares
• Underwriters' option adds up to 1,522,842 additional shares
• Company receives no initial proceeds from forward sales

Insights

Capital Markets Strategist

MDU priced a sizable forward-linked equity offering; proceeds depend on forward settlement and could be used for debt, capex, and a wind project payment.

The company priced an underwritten offering of 10,152,284 shares at $19.70 per share with an underwriter option for 1,522,842 additional shares and entered into forward sale agreements where it will only receive proceeds on physical settlement, expected by December 5, 2025 closing and no later than 24 months after completion.

This structure shifts initial cash receipt timing and introduces settlement optionality (physical, cash, or net-share), which preserves flexibility for uses including repayment/refinancing of debt, capital expenditures, and the $ payment planned for a 49% interest in the Badger Wind Farm in 2026; the principal risks are dilution upon settlement and execution of the stated uses under market conditions.

Watch for the final prospectus supplement filing, the underwriters’ exercise of the option, the company’s election of settlement type, and any use of proceeds disclosures over the next 24 months; those items will determine timing and dilution magnitude.

BISMARCK, N.D., Dec. 4, 2025 /PRNewswire/ -- MDU Resources Group, Inc. (NYSE: MDU) announced today that it has priced an underwritten public offering of 10,152,284 shares of its common stock at a public offering price of $19.70 per share. Subject to certain conditions, all shares are expected to be borrowed by the forward sellers, Wells Fargo Securities, BofA Securities, and J.P. Morgan (or their respective affiliates), from third parties and sold to the underwriters in the offering in connection with the forward sale agreements described below. In conjunction with the offering, MDU Resources has granted the underwriters an option to purchase up to 1,522,842 additional shares of its common stock. If such option is exercised, MDU Resources may, in its sole discretion, enter into additional forward sale agreements with the forward purchasers (or their respective affiliates) with respect to such additional shares.

Wells Fargo Securities, BofA Securities, and J.P. Morgan are acting as joint lead bookrunners of the offering and representatives for the underwriters. TD Securities is also acting as a bookrunner for the offering. The underwriters may offer the shares of common stock in transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. Closing of the offering is expected to occur on or about December 5, 2025, subject to customary closing conditions.

In connection with the offering, MDU Resources entered into separate forward sale agreements with each of Wells Fargo Bank, National Association, Bank of America, N.A., and JPMorgan Chase Bank, National Association, New York Branch, referred to in such capacity as the forward purchasers, pursuant to which MDU Resources agreed to sell to the forward purchasers or their respective affiliates 10,152,284 shares of common stock at an initial forward sale price per share equal to the price per share at which the underwriters purchase the shares in the offering, subject to certain adjustments, upon physical settlement of the forward sale agreements. Settlement of the forward sale agreements is expected to occur no later than 24 months following the completion of the offering. MDU Resources may, subject to certain conditions, elect cash settlement or net share settlement for all or a portion of its rights or obligations under the forward sale agreements.

MDU Resources will not initially receive any proceeds from the sale of shares of its common stock by the forward sellers (or their respective affiliates) to the underwriters. If MDU Resources elects physical settlement of the forward sale agreements, it expects to use any net proceeds for general corporate purposes, which may include repayment or refinancing of debt, capital expenditures, and acquisitions, including payment in 2026 for a 49% undivided ownership interest in the Badger Wind Farm project, as well as working capital, and repurchases or redemptions of securities.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer, solicitation or sale in such jurisdiction. The public offering is being made pursuant to an effective shelf registration statement that has been filed with the U.S. Securities and Exchange Commission (the "SEC"). A final prospectus supplement related to the offering will be filed with the SEC and will be available on the SEC's website at sec.gov. In addition, copies of the prospectus and prospectus supplement relating to the shares of common stock offered in the offering may be obtained by contacting: Wells Fargo Securities, LLC, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, at 800-645-3751 (option #5) or email a request to WFScustomerservice@wellsfargo.com; BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus Department or via email at dg.prospectus_requests@bofa.com; or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, via email at prospectus-eq_fi@jpmchase.com.

Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the federal securities laws, such as statements regarding the company's offering of common stock and the related forward transactions. Other than statements of historical facts, all statements which address activities, events, or developments that the company anticipates will or may occur in the future are based on underlying assumptions (many of which are based, in turn, upon further assumptions), including but not limited to, statements identified by the words "anticipates," "estimates," "expects," "intends," "plans," and "predicts," in each case related to such things as growth estimates, stockholder value creation, the Company's "CORE" strategy, capital expenditures, trends, objectives, goals, dividend payout ratio targets, strategies and other such matters, are forward-looking statements. These forward-looking statements are based on many assumptions and factors, which are detailed in the company's filings with the U.S. Securities and Exchange Commission.

While made in good faith, these forward-looking statements are based largely on the company's expectations and judgments and are subject to a number of risks and uncertainties, many of which are unforeseeable and beyond the company's control. For additional discussion regarding risks and uncertainties that may affect forward-looking statements, see "Risk Factors" disclosed in the company's most recent Annual Report on Form 10-K, and subsequent filings. Any changes in such assumptions or factors could produce significantly different results. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made. Except as required by applicable law, the company undertakes no obligation to update the forward-looking statements, whether as a result of new information, future events, or otherwise.

About MDU Resources Group, Inc.
MDU Resources Group Inc., a member of the S&P SmallCap 600 index, strives to deliver safe, reliable, affordable and environmentally responsible electric utility and natural gas distribution services to more than 1.2 million customers across the Pacific Northwest and Midwest. In addition to its utility operations, the company's pipeline business operates a more than 3,800-mile natural gas pipeline network and storage system, ensuring reliable energy delivery across the Northern Plains. With a legacy spanning over a century, MDU Resources remains focused on energizing lives for a better tomorrow. For more information about MDU Resources, visit www.mdu.com or contact the investor relations department at investor@mduresources.com.

Investor Contact: Brent Miller, treasurer, 701-530-1730
Media Contact: Byron Pfordte, director of integrated communications, 208-377-6050

 

View original content to download multimedia:https://www.prnewswire.com/news-releases/mdu-resources-prices-public-offering-of-10-152-284-shares-of-common-stock-with-a-forward-component-302632673.html

SOURCE MDU Resources Group, Inc.

FAQ

How many shares did MDU (MDU) offer and at what price on December 4, 2025?

MDU offered 10,152,284 shares at a public offering price of $19.70 per share.

What is the underwriters' option size in MDU's December 2025 offering?

The underwriters were granted an option to purchase up to 1,522,842 additional shares.

When must the forward sale agreements for MDU (MDU) be settled?

Settlement of the forward sale agreements is expected to occur no later than 24 months following the offering.

Will MDU immediately receive proceeds from the December 2025 offering?

No; MDU will not initially receive proceeds from the shares sold by the forward sellers to the underwriters.

What will MDU use proceeds for if it elects physical settlement?

If physically settled, MDU expects to use net proceeds for debt repayment, capital expenditures, acquisitions, and payment for a 49% interest in the Badger Wind Farm in 2026.

Who are the lead bookrunners for MDU's offering?

Wells Fargo Securities, BofA Securities, and J.P. Morgan are joint lead bookrunners and representatives for the underwriters; TD Securities is also a bookrunner.