UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 3, 2025
MDU
Resources Group, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
1-03480 |
30-1133956 |
| (State or other jurisdiction
of incorporation) |
(Commission File
Number) |
(IRS Employer Identification
No.) |
1200
West Century Avenue
P.O.
Box 5650
Bismarck,
North Dakota |
58506 |
| (Address
of principal executive offices) |
(Zip
Code) |
Registrant’s
telephone number, including area code: (701) 530-1000
| N/A |
| (Former name or former
address, if changed since last report.) |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $1.00 per share |
|
MDU |
|
New
York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2 of the Securities Exchange Act of 1934.
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item
1.01. | Entry
into a Material Definitive Agreement. |
On
December 3, 2025, MDU Resources Group, Inc. (the “Company”) entered into separate forward sale agreements (the “Forward
Sale Agreements”) with each of Wells Fargo Bank, National Association, Bank of America, N.A. and JPMorgan Chase Bank, National
Association, New York Branch (the “Forward Purchasers”), relating to an aggregate of 10,152,284 shares (the “Forward
Shares”) of the Company’s common stock, par value $1.00 per share (the “Common Stock”), to be borrowed
from third parties and sold by the Forward Sellers (as defined below) to the Underwriters (as defined below).
On
December 5, 2025, as contemplated by the Forward Sale Agreements, the Forward Sellers (as defined below) borrowed the Forward
Shares from third parties and the Forward Sellers sold all such Forward Shares in connection with the Forward Sale Agreements
to the Underwriters (as defined below) pursuant to the Underwriting Agreement (as defined below) described in Item 8.01 of this
Current Report on Form 8-K.
The
Forward Sale Agreements provide for settlement on a settlement date or dates to be specified at the Company’s discretion
by December 6, 2027. On a settlement date or dates, if the Company decides to physically settle the Forward Sale Agreements, the
Company will issue shares of Common Stock to the Forward Purchasers at the then-applicable forward sale price. The forward sale
price will initially be $19.04 per share, which is the price at which the Underwriters have agreed to buy the shares of Common
Stock pursuant to the Underwriting Agreement. The Forward Sale Agreements provide that the initial forward sale price will be
subject to adjustment based on a floating interest rate factor equal to the overnight bank funding rate less a spread, and will
be subject to decrease on each of certain dates specified in the Forward Sale Agreements by amounts related to expected dividends
on shares of the Common Stock during the term of the Forward Sale Agreements. If the overnight bank funding rate is less than
the spread on any day, the interest rate factor will result in a daily reduction of the forward sale price. The forward sale price
will also be subject to decrease if the cost to a Forward Seller of borrowing the number of shares of the Common Stock underlying
the applicable Forward Sale Agreement exceeds a specified amount.
Before
the issuance of the shares of Common Stock, if any, upon settlement of the Forward Sale Agreements, the Company expects that the
shares issuable upon settlement of the Forward Sale Agreements will be reflected in the Company’s diluted earnings per share
calculations using the treasury stock method. Under this method, the number of shares of the Common Stock used in calculating
diluted earnings per share is deemed to be increased by the excess, if any, of the number of shares of the Common Stock that would
be issued upon full physical settlement of the Forward Sale Agreements over the number of shares of the Common Stock that could
be purchased by the Company in the market (based on the average market price of the Common Stock during the applicable reporting
period) using the proceeds receivable upon full physical settlement (based on the adjusted forward sale price at the end of the
applicable reporting period). Consequently, the Company anticipates there will be no dilutive effect on the Company’s earnings
per share except during periods when the average market price of shares of the Common Stock is above the applicable adjusted forward
sale price, which is initially $19.04 per share, subject to increase or decrease based on the overnight bank funding rate, less
a spread, and subject to decrease by amounts related to expected dividends on shares of the Common Stock during the term of the
Forward Sale Agreements.
However,
if the Company decides to physically or net share settle the Forward Sale Agreements, delivery of shares of the Common Stock on
any physical or net share settlement of the Forward Sale Agreements will result in dilution to the Company’s earnings per
share.
The
Forward Sale Agreements will be physically settled, unless the Company elects to settle the Forward Sale Agreements in cash or
to net share settle the Forward Sale Agreements (which the Company has the right to do, subject to certain conditions). If the
Company decides to physically settle or net share settle the Forward Sale Agreements, delivery of shares of Common Stock upon
any physical settlement or net share settlement of the Forward Sale Agreements will result in dilution to the Company’s
earnings per share. If the Company elects cash or net share settlement for all or a portion of the shares of Common Stock underlying
such Forward Sale Agreements, the Company would expect each of the Forward Purchasers or their respective affiliates to repurchase
a number of shares of Common Stock equal to the portion for which the Company elects cash or net share settlement in order to
satisfy its obligations to return the shares of the Common Stock the Forward Purchasers or their respective affiliates have borrowed
in connection with sales of the Common Stock in the Offering (as defined below) and, if applicable
in connection with net share
settlement, to deliver shares of the Common Stock to the Company. If the market value of the Common Stock at the time of such
purchase is above the forward sale price at that time, the Company will pay or deliver, as the case may be, to the Forward Purchasers
under the Forward Sale Agreements, an amount in cash, or a number of shares of the Common Stock with a market value, equal to
such difference. Any such difference could be significant. Conversely, if the market value of the Common Stock at the time of
such purchase is below the forward sale price at that time, the Forward Purchasers will pay or deliver, as the case may be, to
the Company under the Forward Sale Agreements, an amount in cash, or a number of shares of the Common Stock with a market value,
equal to such difference.
Each
Forward Purchaser will have the right to accelerate its respective Forward Sale Agreement (or, in certain cases, the portion thereof
that it determines is affected by the relevant event) and require the Company to physically settle such Forward Sale Agreement
on a date specified by such Forward Purchaser if:
| ● | in
the good faith, commercially reasonable judgment of such Forward Purchaser, it or its
affiliate, is unable to hedge its exposure to the transactions contemplated by such Forward
Sale Agreement because of the lack of sufficient shares of the Common Stock being made
available for borrowing by stock lenders, or it, or its affiliate, is unable to borrow
such number of shares at a rate equal to or less than an agreed maximum stock loan rate; |
| ● | the
Company declares any dividend or distribution on shares of the Common Stock payable in
(i) cash in excess of a specified amount (other than an extraordinary dividend),
(ii) securities of another company, or (iii) any other type of securities (other
than the Common Stock), rights, warrants, or other assets for payment (cash or other
consideration) at less than the prevailing market price, as reasonably determined by
such Forward Purchaser; |
| ● | certain
ownership thresholds applicable to such Forward Purchaser are exceeded; |
| ● | an
event is announced that, if consummated, would result in an extraordinary event (as defined
in such Forward Sale Agreement), including, among other things, certain mergers and tender
offers, as well as certain events such as a delisting of the Common Stock (each as more
fully described in the relevant Forward Sale Agreement); or |
| ● | certain
other events of default or termination events occur, including, among other things, any
material misrepresentation made by the Company in connection with entry into such Forward
Sale Agreement, the Company’s bankruptcy (except as described in the prospectus
supplement) or certain changes in law (each as more fully described in each Forward Sale
Agreement). |
The
underwriters and/or their affiliates have acted and/or are acting as lenders to, and/or have from time to time performed and/or
are performing certain investment banking, advisory, general financing, and commercial banking and other commercial transactions
and services for, the Company and its subsidiaries for which they have received and in the future may receive customary fees and
expenses. For instance, an affiliate of Wells Fargo Securities, LLC (“Wells Fargo”) serves as a joint lead arranger,
an affiliate of BofA Securities, Inc. (“BofA”) serves as lender, an affiliate of J.P. Morgan Securities LLC (“J.P.
Morgan”) serves as a co-syndication agent and joint lead arranger and bookrunner and affiliates of TD Securities (USA) LLC
(“TD Securities”) and CIBC World Markets Corp. (“CIBC”) serve as lenders under the Company’s $200
million revolving credit facility. An affiliate of Wells Fargo serves as a joint lead arranger, affiliates of BofA, TD Securities
and CIBC serve as lenders and an affiliate of J.P. Morgan serves as lender under Cascade Natural Gas Corporation’s (“Cascade”)
$175 million revolving credit facility and Intermountain Gas Corporation’s (“Intermountain”) $175 million revolving
credit facility. An affiliate of Wells Fargo serves as joint-lead arranger and joint-lead bookrunner and its affiliate serves
as administrative agent, swingline lender and lender, affiliates of BofA, TD Securities and CIBC serve as lenders and an affiliate
of J.P. Morgan serves as a co-syndication against and joint lead arranger and bookrunner under Montana-Dakota’s $200 million
revolving credit facility.
The
foregoing description of the Forward Sale Agreements does not purport to be complete and is qualified in its entirety by reference
to the full text of each of the Forward Sale Agreements, which are filed as Exhibits 10.1, 10.2, and 10.3 hereto, respectively,
and are incorporated herein by reference.
On
December 3, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Wells Fargo
Securities, LLC, BofA Securities, Inc. and J.P. Morgan Securities, LLC, as representatives of the several underwriters named therein
(the “Underwriters”), the Forward Purchasers, and Wells Fargo Securities, LLC, BofA Securities, Inc. and J.P. Morgan
Securities, LLC, as forward sellers (in such capacities, the “Forward Sellers”), with respect to the offering and
sale in an underwritten public offering by the Underwriters (the “Offering”) of the Forward Shares. All of the Forward
Shares were borrowed from third parties and sold to the Underwriters by the Forward Sellers. In addition, the Underwriters were
granted a 30-day option to purchase from time to time up all or any part of 1,522,842 additional shares of Common Stock on the
same terms.
The
foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
The
Offering has been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the
Company’s automatic shelf registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”)
on August 7, 2025 (File No. 333-289348), a base prospectus, dated August 7, 2025, included as part of the registration statement,
and a prospectus supplement, dated December 3, 2025, filed with the SEC pursuant to Rule 424(b) under the Securities Act. A legal
opinion related to the Offering is also filed herewith as Exhibit 5.1.
| Item
9.01. | Financial
Statements and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated December 3, 2025. |
| 5.1 |
|
Opinion of Perkins Coie LLP. |
| 10.1 |
|
Forward Sale Agreement between MDU Resources Group, Inc. and Wells Fargo Bank, National Association, dated December 3, 2025. |
| 10.2 |
|
Forward Sale Agreement between MDU Resources Group, Inc. and Bank of America, N.A., dated December 3, 2025. |
| 10.3 |
|
Forward Sale Agreement between MDU Resources Group, Inc. and JPMorgan Chase Bank, National Association, New York Branch, dated December 3, 2025. |
| 23.1 |
|
Consent of Perkins
Coie LLP (included in Exhibit 5.1). |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| Date: December 5, 2025 |
MDU RESOURCES GROUP, INC. |
| |
|
|
| |
By: |
/s/ Anthony
D. Foti |
| |
|
Name: Anthony D. Foti |
| |
|
Title: Chief Legal Officer and Corporate Secretary |
