Knife River (NYSE: KNF) VP reports RSU tax-withholding share disposition

Rhea-AI Filing Summary

Knife River Corp executive Karl A. Liepitz reported a tax-withholding share disposition related to equity compensation. On 02/12/2026, 8,648 shares of common stock were withheld by the company at $81.74 per share to cover tax obligations when a restricted stock unit award vested.

After this non-market transaction, Liepitz directly beneficially owned 39,701 shares of Knife River common stock and indirectly held 1,896.8482 shares through a 401(k) plan account managed by a trustee.

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^*

Liepitz Karl A

(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)
	VP, Chief Legal Officer & Sec.

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		8,648(1)	D	$81.74	39,701	D
Common Stock - 401(k)(2)								1,896.8482	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	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 KNF executive Karl Liepitz report on this Form 4?

Karl A. Liepitz reported a tax-withholding share disposition. The company withheld 8,648 Knife River common shares at $81.74 each to satisfy tax obligations triggered by the vesting of a restricted stock unit award on February 12, 2026.

Was the KNF insider transaction an open-market sale of shares?

No, the transaction was not an open-market sale. It was a tax-withholding disposition, where Knife River withheld 8,648 shares from Karl Liepitz upon RSU vesting to cover tax liabilities, rather than selling shares in the market.

How many Knife River (KNF) shares does Karl Liepitz hold after this transaction?

After the transaction, Karl Liepitz directly beneficially owned 39,701 Knife River common shares. He also indirectly held 1,896.8482 additional shares in a 401(k) plan account held by a trustee, which may fluctuate with plan activity.

What does transaction code F mean in this KNF Form 4 filing?

Transaction code F indicates payment of tax liability or exercise price using shares. In this case, Knife River withheld 8,648 common shares from Karl Liepitz at $81.74 per share to satisfy tax obligations from a vesting restricted stock unit award.

How are Karl Liepitz’s indirect Knife River (KNF) holdings reported?

Indirect holdings are reported as 1,896.8482 Knife River common shares in a 401(k) plan. These are shown as held "By Trustee," and the share count may change daily based on plan fund activity and participant-directed transactions.

What role does Karl Liepitz hold at Knife River Corp (KNF)?

Karl A. Liepitz serves as Vice President, Chief Legal Officer and Secretary of Knife River Corp. His Form 4 reports his beneficial ownership and the tax-withholding disposition tied to the vesting of a restricted stock unit award granted as part of compensation.