MDU (NYSE: MDU) CFO logs RSU award and 36,766-share tax withholding

Rhea-AI Filing Summary

MDU Resources Group CFO Jason L. Vollmer reported equity-related transactions in company stock. He received a grant of 15,229 shares of Common Stock in the form of restricted stock units that will vest on December 31, 2028, subject to his continued employment. He also had 36,766 shares of Common Stock withheld at a price of $20.36 per share to cover tax liabilities tied to a previously vested RSU award, using the closing price on February 18, 2026. After these transactions, he directly owned 324,976.397 shares of Common Stock, and indirectly held 8,553.9568 shares through a 401(k) plan by 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

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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^*

Vollmer Jason L

(Last) (First) (Middle)

1200 WEST CENTURY AVENUE

(Street)

BISMARCK ND 58503

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MDU RESOURCES GROUP INC [ MDU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		A(1)		15,229	A	$0.0000	361,742.397(2)	D
Common Stock	02/18/2026		F(3)		36,766	D	$20.36(4)	324,976.397(2)	D
Common Stock - 401(k)								8,553.9568	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 restricted stock units (RSUs) that will vest on December 31, 2028, subject to the reporting person's continued employment through the vesting date.

2. Includes (a) Common Stock, including 52,678 net shares, which vested on December 31, 2025; and (b) shares of Common Stock acquired through dividend reinvestment since the reporting person's most recent Form 4.

3. Shares withheld in payment of tax liability in connection with the vesting of a previously reported award of RSUs, which vested December 31, 2025.

4. Price is equal to the closing price of a share of Common Stock on February 18, 2026.

	Anthony D. Foti, Attorney-in-Fact for Jason L. Vollmer	02/19/2026
	** 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).
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FAQ

What insider transactions did MDU CFO Jason L. Vollmer report?

MDU CFO Jason L. Vollmer reported a grant of 15,229 restricted stock units and a tax-withholding disposition of 36,766 common shares. The shares were withheld to cover taxes from a prior RSU vesting, with pricing based on the February 18, 2026 closing price.

How many MDU shares does CFO Jason Vollmer hold after these Form 4 transactions?

After the reported transactions, Jason Vollmer directly owns 324,976.397 MDU common shares and indirectly holds 8,553.9568 shares in a 401(k) plan. These amounts reflect both the RSU-related grant and the tax-withholding share disposition reported in the Form 4.

What was the nature of the 36,766-share disposition reported by MDU’s CFO?

The 36,766 MDU common shares were withheld to pay tax liabilities from a previously reported RSU award that vested December 31, 2025. The shares were valued at $20.36 per share, equal to the closing price on February 18, 2026, rather than sold on the open market.

When do Jason Vollmer’s newly granted MDU restricted stock units vest?

The restricted stock units granted to Jason Vollmer are scheduled to vest on December 31, 2028, if he remains employed through that date. This long-term vesting structure is designed to align executive compensation with continued service and MDU’s long-term performance objectives.

What did MDU’s Form 4 disclose about previously vested RSUs for the CFO?

The filing notes that the CFO’s holdings include common shares tied to 52,678 net shares that vested on December 31, 2025, plus additional shares acquired through dividend reinvestment. These vested RSUs, along with reinvested dividends, contribute to his current direct ownership position.

How were the MDU tax-withholding shares priced in the CFO’s Form 4?

The 36,766 MDU shares withheld for taxes were priced at $20.36 per share, matching the closing price of the common stock on February 18, 2026. This price is used solely to determine the value of shares applied to satisfy the tax obligation.