[SCHEDULE 13G] Knife River Corporation SEC Filing

Rhea-AI Filing Summary

Knife River's Schedule 13G discloses that T. Rowe Price Associates, Inc. beneficially owns 2,983,797 shares of common stock, equal to 5.3% of the class. The filing shows sole voting power over 2,975,460 shares and sole dispositive power over 2,983,797 shares. The report states these securities were acquired and are held in the ordinary course of business and are not held to influence control of the issuer, which is why a Schedule 13G (passive investor) was used. In short, this is a material institutional stake disclosed as passive ownership rather than an active control position.

Positive

• T. Rowe Price reports beneficial ownership of 2,983,797 shares (5.3% of Knife River)
• Filing is a Schedule 13G, which states the position is held in the ordinary course and is passive (not for control)

Negative

• None.

Insights

Financial Analyst

TL;DR: T. Rowe Price reports a material 5.3% stake (2,983,797 shares) in Knife River, filed as passive ownership on Schedule 13G.

T. Rowe Price's disclosed 2,983,797 shares (5.3%) crosses the regulatory threshold that requires public reporting and therefore is material to holders of Knife River equity. The filing quantifies sole voting power for 2,975,460 shares and sole dispositive power for 2,983,797 shares, clarifying control characteristics of the position. Because the filer used Schedule 13G and certified ordinary-course, non-control intent, the stake should be interpreted as an institutional investment rather than an activist or control-seeking accumulation based solely on this filing.

Corporate Governance Expert

TL;DR: A 5.3% passive stake by a major asset manager is material for governance monitoring but the filing affirms no intent to change control.

The Schedule 13G explicitly states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. That classification matters: firms filing 13G are signaling passive ownership, which typically limits immediate governance implications. The reported numbers—2,975,460 shares with sole voting power and 2,983,797 shares with sole dispositive power—provide transparency on who can vote and dispose of the shares, which is relevant to board and shareholder engagement monitoring even in the absence of stated activist intent.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

KNIFE RIVER CORP

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

498894104

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 498894104

1

Names of Reporting Persons

T. Rowe Price Associates, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MARYLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,975,460.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,983,797.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,983,797.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.3 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: KNIFE RIVER CORP
(b)	Address of issuer's principal executive offices: 1150 W. CENTURY AVE., BISMARCK, ND, 58503
Item 2.
(a)	Name of person filing: T. Rowe Price Associates, Inc.
(b)	Address or principal business office or, if none, residence: 1307 Point Street, Baltimore, MD 21231
(c)	Citizenship: Maryland
(d)	Title of class of securities: COMMON STOCK
(e)	CUSIP No.: 498894104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 2983797
(b)	Percent of class: 5.3 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 2975460
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 2983797
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. T. Rowe Price Associates, Inc. hereby declares and affirms that the filing of Schedule 13G shall not be construed as an admission that Price Associates is the beneficial owner of the securities referred to, which beneficial ownership is expressly denied.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

T. Rowe Price Associates, Inc.

Signature:	Ellen York
Name/Title:	Vice President
Date:	08/14/2025

FAQ

How many Knife River (KNF) shares does T. Rowe Price own?

T. Rowe Price beneficially owns 2,983,797 shares of Knife River common stock.

What percentage of Knife River does T. Rowe Price's stake represent?

The reported position represents 5.3% of Knife River's outstanding common stock.

Does T. Rowe Price have voting power over the shares it reports?

Yes. The filing reports sole voting power for 2,975,460 shares and sole dispositive power for 2,983,797 shares.

Why was a Schedule 13G filed instead of a Schedule 13D?

The Schedule 13G was filed because the filer states the securities were acquired and are held in the ordinary course of business and are not for the purpose of changing or influencing control, which is consistent with 13G reporting.

Does the filing indicate T. Rowe Price intends to influence Knife River's control?

No. The filing explicitly certifies the shares are not held for the purpose of changing or influencing control.