Knife River director receives phantom stock award

Fagg Karen B reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Fagg Karen B reported acquisition or exercise transactions in this Form 4 filing.

Knife River Corp director Karen B. Fagg reported an award of 197.479 shares of phantom stock, each economically equivalent to one share of common stock. After this grant, she holds 1,259.138 phantom stock units and 33,317 shares of common stock directly. The phantom stock will be paid in cash when her board service ends.

Insider Trade Summary

Grant/Award: 197.479 shares

Grant/Award 2 txns

Insider Fagg Karen B

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	197.479	$89.25	$18K
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock — 1,259.138 contracts (Direct); Common Stock — 33,317 shares (Direct)

Footnotes (1)

1. F1. Each share of phantom stock is the economic equivalent of one share of common stock. The shares of phantom stock become payable in cash upon the reporting person's termination of service as a director.

Key Figures

Phantom stock grant: 197.479 units Phantom stock value reference: $89.25 per unit Total phantom stock after grant: 1,259.138 units +2 more

5 metrics

Phantom stock grant 197.479 units Director award on 2026-06-30

Phantom stock value reference $89.25 per unit Grant price per phantom unit

Total phantom stock after grant 1,259.138 units Director’s phantom holdings post-transaction

Common shares held 33,317 shares Direct Knife River common stock holdings

Conversion ratio 1:1 to common stock Each phantom unit equals one common share economically

Key Terms

Phantom Stock, economic equivalent, payable in cash, grant, award, or other acquisition, +1 more

5 terms

Phantom Stock financial

"Each share of phantom stock is the economic equivalent of one share of common stock."

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

economic equivalent financial

"Each share of phantom stock is the economic equivalent of one share of common stock."

payable in cash financial

"The shares of phantom stock become payable in cash upon the reporting person's termination of service as a director."

grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

termination of service as a director financial

"payable in cash upon the reporting person's termination of service as a director."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Knife River (KNF) director Karen Fagg report?

Karen B. Fagg reported receiving 197.479 phantom stock units in Knife River. These units are equivalent in value to common shares and increase her total phantom stock holdings to 1,259.138 units, in addition to 33,317 directly held common shares.

What is phantom stock in the Knife River (KNF) Form 4 filing?

Phantom stock in this filing represents units economically equivalent to Knife River common shares. According to the disclosure, these phantom shares are not actual stock but will be settled in cash when the director’s service on the board terminates, aligning compensation with share performance.

How many Knife River (KNF) shares does Karen Fagg hold after this Form 4?

After the reported transactions, Karen B. Fagg holds 33,317 Knife River common shares directly. She also holds 1,259.138 phantom stock units, which track the economic value of common shares and are payable in cash after her board service ends.

At what value was the Knife River (KNF) phantom stock grant recorded?

The 197.479 phantom stock units were recorded at a reference value of $89.25 per unit. This value reflects the price used for the award calculation and helps quantify the size of the director’s compensation-related grant in this Form 4 disclosure.

When will Knife River (KNF) phantom stock granted to Karen Fagg be paid out?

The phantom stock units will be paid in cash upon Karen B. Fagg’s termination of service as a director. Until that time, the units track the economic value of Knife River common stock, functioning as deferred, share-linked compensation rather than current stock ownership.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/01/2026 - 05:20 PM EDT Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Fagg Karen B

(Last) (First) (Middle)

1150 WEST CENTURY AVENUE

(Street)

BISMARCK NORTH DAKOTA 58503

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

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

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

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

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								33,317	D

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
Phantom Stock	(1)	06/30/2026		A		197.479		(1)	(1)	Common Stock	197.479	$89.25	1,259.138	D

Explanation of Responses:

1. Each share of phantom stock is the economic equivalent of one share of common stock. The shares of phantom stock become payable in cash upon the reporting person's termination of service as a director.

	/s/ Karl A. Liepitz, Power of Attorney	07/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)