Form 4: Ring Nathan W reports disposition transactions in KNF

Rhea-AI Filing Summary

Ring Nathan W reported disposition transactions in a Form 4 filing for KNF. The filing lists transactions totaling 6,258 shares at a weighted average price of $81.74 per share. Following the reported transactions, holdings were 29,655 shares.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ring Nathan W

(Last) (First) (Middle)

1150 WEST CENTURY AVENUE

(Street)

BISMARCK ND 58503

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Knife River Corp [ KNF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Vice President & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/12/2026		F		1,922(1)	D	$81.74	29,655	D
Common Stock	02/12/2026		F		4,336(1)	D	$81.74	25,319	D
Common Stock - 401(k)(2)								2,402.3025	I	By Trustee

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld by issuer to cover tax withholding obligations upon vesting of a restricted stock unit award.

2. As of the most recent quarter end, the number of shares may fluctuate daily depending on plan activity in the fund.

	/s/ Karl A. Liepitz, Power of Attorney	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Knife River (KNF) disclose for Nathan W. Ring?

Knife River disclosed that Vice President and CFO Nathan W. Ring had common shares withheld to cover tax obligations from restricted stock unit vesting. The Form 4 shows tax-withholding dispositions rather than open-market sales, all occurring on February 12, 2026 at a price of $81.74 per share.

Were Nathan W. Ring’s Knife River (KNF) transactions open-market sales?

No, the transactions were not open-market sales. They are coded "F" on Form 4, indicating shares were withheld by the issuer to pay exercise price or tax liabilities upon vesting of restricted stock units, as confirmed in the explanatory footnote to the filing.

How many Knife River (KNF) shares were used for Nathan W. Ring’s tax withholding?

The Form 4 lists two separate tax-withholding dispositions of Knife River common stock: 1,922 shares and 4,336 shares. Both transactions occurred on February 12, 2026 at a price of $81.74 per share, with the issuer withholding shares to cover Ring’s tax obligations.

What is Nathan W. Ring’s remaining direct ownership in Knife River (KNF) after these transactions?

After the reported tax-withholding dispositions, Nathan W. Ring directly beneficially owns 29,655 shares of Knife River common stock in one line and 25,319 shares in another. These amounts reflect holdings following the February 12, 2026 Form 4 transactions reported as tax-related share dispositions.

Does Nathan W. Ring hold Knife River (KNF) stock through a retirement plan?

Yes. The Form 4 reports an indirect holding of 2,402.3025 shares of Knife River common stock through a 401(k) plan, held by a trustee. The filing notes this share count is as of the most recent quarter end and may fluctuate with ongoing plan activity.

What does transaction code "F" mean in the Knife River (KNF) Form 4 filing?

Transaction code "F" on the Form 4 indicates payment of exercise price or tax liability by delivering securities. In this case, Knife River withheld Nathan W. Ring’s shares upon vesting of restricted stock units to satisfy his tax withholding obligations instead of executing open-market stock sales.