Knife River (KNF) CEO reports tax-withholding share dispositions on RSU vesting

Rhea-AI Filing Summary

Knife River Corp President & CEO Brian R. Gray, who also serves as a director, reported tax-related share dispositions on February 12, 2026. Two Form 4 entries show code F transactions where 10,072 and 19,572 shares of common stock were withheld at $81.74 per share to cover tax obligations upon vesting of restricted stock units. After these transactions, he directly beneficially owned 63,792 shares of Knife River common stock. He also had an indirect holding of 8,164.6823 shares classified as “Common Stock - 401(k)” held by a trustee, with that balance able to fluctuate daily based on plan activity.

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^*

Gray Brian R.

(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)

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

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		10,072(1)	D	$81.74	83,364	D
Common Stock	02/12/2026		F		19,572(1)	D	$81.74	63,792	D
Common Stock - 401(k)(2)								8,164.6823	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) CEO Brian R. Gray report?

Brian R. Gray reported tax-related share dispositions, not open-market sales. On February 12, 2026, shares were withheld by Knife River to cover tax obligations tied to restricted stock unit vesting, using existing stock rather than a separate cash payment.

How many Knife River (KNF) shares were used to cover Brian R. Gray’s taxes?

Two entries show 10,072 and 19,572 Knife River common shares used to satisfy tax withholding. The filing notes these shares were withheld by the issuer upon vesting of a restricted stock unit award, at a price of $81.74 per share.

How many Knife River (KNF) shares does Brian R. Gray own after this Form 4?

After the reported transactions, Brian R. Gray beneficially owned 63,792 Knife River common shares directly. He also had 8,164.6823 additional shares held indirectly in a 401(k) account by a trustee, with that balance subject to normal plan activity changes.

Were Brian R. Gray’s Knife River (KNF) transactions open-market sales?

No, they were not open-market sales. The Form 4 uses code F and explains the shares were withheld by the issuer to cover tax withholding obligations when restricted stock units vested, a common non-open-market tax settlement method for equity awards.

What does the Knife River (KNF) Form 4 say about the 401(k) holdings?

The Form 4 reports 8,164.6823 Knife River shares as “Common Stock - 401(k)” held indirectly by a trustee. It notes this number reflects the most recent quarter end and may change daily based on plan activity within the retirement fund.