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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 23, 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. |
As
previously disclosed, on December 3, 2025, MDU Resources Group, Inc. (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”), Wells Fargo Bank, National
Association, Bank of America, N.A. and JPMorgan Chase Bank, National Association, New York Branch (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 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”). All of the Forward Shares were borrowed from third parties
and sold by the Forward Sellers to the Underwriters. In addition, the Underwriters were granted a 30-day option to purchase from
time to time all or any part of 1,522,842 additional shares of Common Stock on the same terms.
In
addition, as previously disclosed, on December 3, 2025, the Company entered into separate forward sale agreements (the “Forward
Sale Agreements”) with each of the Forward Purchasers, relating to the Forward Shares, to be borrowed from third parties
and sold by the Forward Sellers to the Underwriters.
On
December 23, 2025, the Underwriters exercised in full their option to purchase an additional 1,522,842 shares of Common Stock
(the “Additional Forward Shares”) pursuant to the Underwriting Agreement and, in connection therewith, the Company
entered into separate additional forward sale agreements with each of the Forward Purchasers, relating to an aggregate of 1,522,842
shares of Common Stock (the “Additional Forward Sale Agreements”), on terms substantially similar to those contained
in the Forward Sale Agreements.
On
December 26, 2025, as contemplated by the Additional Forward Sale Agreements, the Forward Sellers borrowed the Additional Forward
Shares from third parties and the Forward Sellers sold all such Additional Forward Shares in connection with the Additional Forward
Sale Agreements to the Underwriters pursuant to the Underwriting Agreement.
The
Additional 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 Additional 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 $18.90 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 Additional 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 Additional Forward Sale Agreements
by amounts related to expected dividends on shares of the Common Stock during the term of the Additional 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 Additional Forward Sale Agreement exceeds a specified amount.
Before
the issuance of the shares of Common Stock, if any, upon settlement of the Additional Forward Sale Agreements, the Company expects
that the shares issuable upon settlement of the Additional 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 Additional 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 $18.90 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 Additional Forward Sale Agreements.
However,
if the Company decides to physically or net share settle the Additional Forward Sale Agreements, delivery of shares of the Common
Stock on any physical or net share settlement of the Additional Forward Sale Agreements will result in dilution to the Company’s
earnings per share.
The
Additional Forward Sale Agreements will be physically settled, unless the Company elects to settle the Additional Forward Sale
Agreements in cash or to net share settle the Additional 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 Additional Forward Sale Agreements,
delivery of shares of Common Stock upon any physical settlement or net share settlement of the Additional 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 Additional 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 Additional 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 Additional 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 Additional 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 Additional
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 Additional
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 Additional 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 Additional 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 Additional
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 Additional
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,
Wells Fargo Securities, LLC (“Wells Fargo”) serves as a joint lead arranger and joint bookrunner, and one of its affiliates
serves as syndication agent, letter of credit issuing bank and lender, under the Company’s $200 million revolving credit facility.
In addition, an affiliate of BofA Securities, Inc. (“BofA”) serves as a lender, an affiliate of J.P. Morgan Securities LLC
(“J.P. Morgan”) serves as co-documentation agent, joint lead arranger, joint bookrunner and a lender, 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. Wells Fargo and an affiliate of J.P. Morgan serve as joint lead arrangers and joint bookrunners,
one of Wells Fargo’s affiliates serves as syndication agent and letter of credit issuing bank, one of J.P. Morgan’s affiliates
serves as co-documentation agent, and affiliates of Wells Fargo, BofA, J.P. Morgan, TD Securities and CIBC serve as lenders under Cascade
Natural Gas Corporation’s $175 million revolving credit facility and Intermountain Gas Corporation’s $175 million revolving
credit facility. Wells Fargo and an affiliate of J.P. Morgan serve as joint lead arrangers and joint bookrunners, an affiliate of Wells
Fargo serves as administrative agent, swingline lender and letter of credit issuing bank, an affiliate of J.P. Morgan serves as co-documentation
agent, and affiliates of Wells Fargo, J.P. Morgan, BofA, TD Securities and CIBC serve as lenders under Montana-Dakota’s $200 million
revolving credit facility.
The
foregoing description of the Additional 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 Additional 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 23, 2025, the Underwriters exercised in full their option to purchase the Additional Forward Shares pursuant to the Underwriting
Agreement. All of the Forward Shares were borrowed from third parties and sold to the Underwriters by the Forward Sellers.
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 (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form
8-K, filed with the SEC on December 5, 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 23, 2025. |
| 10.2 |
|
Forward Sale Agreement between MDU Resources Group, Inc. and Bank of America, N.A., dated December 23, 2025. |
| 10.3 |
|
Forward Sale Agreement between MDU Resources Group, Inc. and JPMorgan Chase Bank, National Association, New York Branch, dated December 23, 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 29, 2025 |
MDU
RESOURCES GROUP, INC. |
| |
|
|
| |
By: |
/s/
Anthony D. Foti |
| |
|
Name:
Anthony D. Foti |
| |
|
Title:
Chief Legal Officer and Corporate Secretary |
