MDU Resources (NYSE: MDU) CEO reports RSU award and tax share disposition

Rhea-AI Filing Summary

MDU Resources Group President & CEO Nicole A. Kivisto reported equity compensation changes. She received a grant of 45,037 shares of common stock on February 17, 2026 as a stock award, at a stated price of $0.00 per share.

On February 18, 2026, 35,668 common shares were disposed of at $20.36 per share to cover tax withholding tied to previously vested restricted stock units. Following these transactions, she directly owned 547,961.498 common shares, with additional indirect holdings through a custodian, spouse and a 401(k) 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Kivisto Nicole A

(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)

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

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)		45,037	A	$0.0000	583,629.498(2)	D
Common Stock	02/18/2026		F(3)		35,668	D	$20.36(4)	547,961.498(2)	D
Common Stock								125.257	I	By Custodian(5)
Common Stock								531	I	By Spouse
Common Stock - 401(k)								15,732.4416	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 51,401 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.

5. These shares are held in the name of the reporting person's child. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest.

	Anthony D. Foti, Attorney-in-Fact for Nicole A. Kivisto	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).
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 transactions did MDU (MDU) report for Nicole A. Kivisto?

Nicole A. Kivisto reported both an award and a tax-related share disposition. She was granted 45,037 common shares on February 17, 2026, and 35,668 shares were later disposed of on February 18, 2026 to satisfy tax withholding on previously vested RSUs.

How many MDU (MDU) shares were granted to the CEO in this Form 4?

The CEO received a grant of 45,037 common shares. The award was reported at a price of $0.00 per share on February 17, 2026, reflecting a stock-based compensation grant rather than an open-market purchase.

Why were 35,668 MDU (MDU) shares disposed of in this filing?

35,668 shares were withheld to cover tax liabilities. The filing explains that these shares were used to pay taxes related to the vesting of previously reported restricted stock units, at a reference price of $20.36 per share.

What is Nicole A. Kivisto’s direct MDU (MDU) share ownership after these transactions?

After the reported transactions, she directly held 547,961.498 common shares. This figure reflects the net effect of the new 45,037-share award and the 35,668-share tax withholding disposition reported in the Form 4.

Does the MDU (MDU) Form 4 show any indirect holdings for the CEO?

Yes, the filing lists several indirect holdings. It reports common stock held by a custodian, by the CEO’s spouse, and common stock held in a 401(k) plan by a trustee, each categorized as indirect ownership interests.

How are the reported MDU (MDU) restricted stock units expected to vest?

Certain restricted stock units will vest on December 31, 2028. According to a footnote, vesting is contingent on Nicole A. Kivisto’s continued employment with the company through that vesting date.