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Knife River (NYSE: KNF) upsizes to $895M Term B loan at lower margin

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Knife River Corporation amended its existing credit agreement on May 15, 2026, adding $400 million of new Term B loans and reducing the interest margin by 0.25%. After this Second Amendment, total Term B loans outstanding under the facility are $895 million, referred to as the 2026 Tranche B Term Loans.

These loans keep terms largely similar to the prior Term B loans, but now bear interest at either SOFR + 1.75% or an alternate base rate + 0.75%, at the company’s option. Knife River plans to use the proceeds to refinance its existing Term B loans, repay borrowings under its revolving credit facility, and support working capital and general corporate purposes.

Positive

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Negative

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Insights

Knife River refinances and upsizes term debt while modestly lowering interest costs.

Knife River Corporation entered a Second Amendment to its credit agreement, increasing Term B loans by $400 million and bringing total Term B borrowings to $895 million. The company also reduced the interest margin on this tranche by 0.25%, which should lower cash interest expense on this portion of its debt.

The amended 2026 Tranche B Term Loans carry interest at SOFR plus 1.75% or an alternate base rate plus 0.75%, with other terms described as substantially similar to the prior loans. Proceeds will refinance existing Term B loans, repay revolving credit facility borrowings, and fund working capital and general corporate purposes, so net balance sheet impact depends on revolver paydown versus incremental term borrowings.

Subsequent disclosures in company filings may provide more detail on leverage metrics, maturity schedules, and any changes to covenants following this May 15, 2026 amendment, which are important for understanding long-term financing flexibility.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Incremental Term B loans $400 million Aggregate principal amount added under Second Amendment
Total Term B loans $895 million Aggregate principal amount of 2026 Tranche B Term Loans after amendment
Interest margin reduction 0.25% Decrease in margin on Term B loans
SOFR loan margin 1.75% per annum Spread over SOFR for 2026 Tranche B Term Loans
Alternate base rate margin 0.75% per annum Spread over alternate base rate for 2026 Tranche B Term Loans
Second Amendment date May 15, 2026 Execution date of credit agreement amendment
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Credit Agreement financial
"amending that certain Credit Agreement, dated as of May 31, 2023"
A credit agreement is a written loan contract between a borrower and a bank or other lender that lays out how much money can be borrowed, the interest rate, repayment schedule, fees, and the rules the borrower must follow. For investors, it matters because those terms affect a company’s cash costs, borrowing flexibility and risk of default — similar to how a mortgage’s rules determine a homeowner’s monthly budget and freedom to make changes.
Term B loans financial
"the Company increased the existing term B loans"
Term B loans are large, longer‑dated bank loans made to companies, often used to fund big acquisitions or refinance existing debt; think of them as a long-term mortgage a company takes out but sold to a group of institutional investors rather than kept by one bank. They matter to investors because they usually pay higher interest than plain corporate bonds and are widely traded by funds, so changes in demand, credit quality or interest rates can affect the value and yield of these loans in a portfolio.
Revolving Credit Facility financial
"repay borrowings under the Revolving Credit Facility"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
administrative agent financial
"JPMorgan Chase Bank, N.A., as administrative agent"
An administrative agent is a bank or financial firm appointed to handle the day-to-day paperwork and communication for a group of lenders on a loan or credit agreement, acting as the central point for collecting payments, distributing funds, monitoring covenants, and sharing information. For investors, the administrative agent matters because it influences how quickly lenders receive updates, how smoothly repayments and waivers are handled, and how effectively the lending group enforces terms — think of it as a property manager coordinating tasks for multiple owners.
Understanding 8-K Material Events →
0001955520false00019555202026-05-152026-05-15




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) May 15, 2026


Knife River Corporation
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of(Commission File Number)(I.R.S. Employer Identification No.)
incorporation)
Delaware1-4164292-1008893

1150 West Century Avenue
P.O. Box 5568
Bismarck, North Dakota 58506-5568
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code (701) 530-1400

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 Act:
(Title of each class)(Trading Symbol(s))(Name of each exchange on which registered)
Common Stock, $0.01 par valueKNFNew 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 1.01 Entry into a Material Definitive Agreement.

On May 15, 2026, Knife River Corporation (the “Company”) and certain of its subsidiaries entered into that certain Second Amendment (the “Second Amendment”) with the lenders and other parties party thereto and JPMorgan Chase Bank, N.A., as administrative agent, amending that certain Credit Agreement, dated as of May 31, 2023 (as previously amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), among the Company, the lenders and other parties party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

Pursuant to the terms of the Second Amendment, the Company increased the existing term B loans (the “Existing Term B Loans”) by an aggregate principal amount of $400 million and reduced the interest rate margin applicable thereto by 0.25%. After giving effect to the Second Amendment, the aggregate principal amount of term B loans outstanding under the Credit Agreement was $895 million (such loans, the “2026 Tranche B Term Loans”).

The 2026 Tranche B Term Loans have substantially similar terms as the Existing Term B Loans, except with respect to the applicable interest rate. Borrowings under the 2026 Tranche B Term Loans bear interest at an annual rate equal to, at the Company’s option, either (a) 1.75% per annum, in the case of SOFR loans, or (b) 0.75% per annum, in the case of alternate base rate loans.

The Company intends to use the proceeds from the 2026 Tranche B Term Loans to refinance the Existing Term B Loans, repay borrowings under the Revolving Credit Facility and for working capital and general corporate purposes.

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, as amended by the Second Amendment, which is filed as Exhibit 10.1 to this 8-K and incorporated by reference herein.

Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01.     Financial Statements and Exhibits.

(d)    Exhibits.


Exhibit Number    Description

10.1                Second Amendment, dated as of May 15, 2026, among Knife River Corporation, as
borrower, the guarantors party thereto, the lenders and other parties party thereto,     
and JPMorgan Chase Bank, N.A., as administrative agent.

104                Cover 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.


Knife River Corporation


Date May 18, 2026
By /s/ Karl A. Liepitz
Karl A. Liepitz
Vice President, Chief Legal Officer and Secretary
3

Source: View Original Filing on SEC EDGAR

FAQ

What did Knife River Corporation (KNF) change in its credit agreement?

Knife River entered a Second Amendment to its existing credit agreement, adding $400 million of new Term B loans. This increased total Term B borrowings to $895 million and slightly reduced the interest margin on that tranche by 0.25 percentage points.

How large are Knife River’s 2026 Tranche B Term Loans after the amendment?

After the Second Amendment, Knife River’s Term B loans under the credit agreement total $895 million. These are referred to as the 2026 Tranche B Term Loans and largely retain the same terms as the prior Term B loans, aside from interest margin changes.

What interest rates apply to Knife River’s amended Term B loans (KNF)?

The amended 2026 Tranche B Term Loans bear interest at SOFR plus 1.75% for SOFR loans, or an alternate base rate plus 0.75% for base rate loans. Knife River can choose the benchmark for each borrowing under the facility.

How will Knife River Corporation use the new $400 million Term B loan proceeds?

Knife River intends to use proceeds from the 2026 Tranche B Term Loans to refinance its existing Term B loans, repay borrowings outstanding under its revolving credit facility, and support working capital and general corporate purposes, according to the filing language.

Which bank acts as administrative agent for Knife River’s amended credit facility?

JPMorgan Chase Bank, N.A. serves as administrative agent for Knife River’s credit agreement and the Second Amendment. It also acts as collateral agent, coordinating between the company, guarantors, and the various lenders party to the facility.

Filing Exhibits & Attachments

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