MDU Resources Group (MDU) officer logs RSU award and tax share withholding

Rhea-AI Filing Summary

MDU Resources Group executive Anne M. Jones reported a mix of equity compensation activity and related tax withholding. She received a grant of 5,523 shares tied to restricted stock units that are scheduled to vest on December 31, 2028, contingent on continued employment. In connection with a previously reported RSU award that vested on December 31, 2025, 12,010 shares were withheld at a price of $20.36 per share to cover tax liabilities rather than sold on the open market. After these transactions, she directly holds 118,017.238 shares of common stock and has an additional 11,187.785 shares held indirectly in a 401(k) plan by a 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^*

Jones Anne M

(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)
	ChiefHRSafety&AdminOfficer

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)		5,523	A	$0.0000	130,027.238(2)	D
Common Stock	02/18/2026		F(3)		12,010	D	$20.36(4)	118,017.238(2)	D
Common Stock - 401(k)								11,187.785	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. Including 18,160 net shares, which vested on December 31, 2025.

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 Anne M. Jones	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).
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FAQ

What did MDU (MDU) executive Anne M. Jones report in this Form 4 filing?

Anne M. Jones reported a new stock-based award and related tax withholding. She received 5,523 shares tied to RSUs vesting December 31, 2028, and had 12,010 shares withheld at $20.36 to cover taxes on RSUs that vested December 31, 2025.

How many MDU (MDU) shares did Anne M. Jones acquire through awards?

She acquired 5,523 shares through a grant categorized as a stock-based award. Footnotes state these shares represent restricted stock units scheduled to vest on December 31, 2028, subject to her continued employment with the company through that vesting date.

Why were 12,010 MDU (MDU) shares disposed of in Anne M. Jones’s Form 4?

The 12,010 shares were withheld to pay tax liabilities from a previously reported RSU award. Those restricted stock units vested on December 31, 2025, and the withholding used a price equal to the $20.36 closing share price on February 18, 2026.

What are Anne M. Jones’s MDU (MDU) share holdings after these transactions?

After the reported transactions, she directly holds 118,017.238 shares of MDU common stock. She also has 11,187.785 additional shares held indirectly in a 401(k) plan by a trustee, reflecting retirement-plan ownership separate from her direct holdings.

How are the new MDU (MDU) restricted stock units structured for Anne M. Jones?

The new award consists of restricted stock units that vest on December 31, 2028. Vesting is conditioned on her continued employment through that date, aligning the compensation with longer-term service and performance for MDU Resources Group.