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).

1. Name and Address of Reporting Person* MDU RESOURCES GROUP INC (Last) (First) (Middle) 1200 WEST CENTURY AVENUE (Street) BISMARCK ND 58503 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Knife River Corp [ KNF ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/31/2023
	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
	Rule 10b5-1(c) Transaction Indication Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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	05/31/2023		J(1)		51,340,729(2)	D	$0.0000	5,656,621(2)	D

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. On May 10, 2023, MDU Resources Group, Inc. ("MDU Resources") reported that it owned 1,000 shares of common stock of Knife River Corporation ("Knife River"), which at the time was all of the issued and outstanding shares of common stock of Knife River. Pursuant to a plan of separation approved by the board of directors of MDU Resources, MDU Resources made a pro rata distribution to its stockholders of record as of the close of business on May 22, 2023, of approximately 90% of the outstanding Knife River common stock (the "Distribution"). In anticipation of the Distribution, which occurred at 11:59 p.m. Eastern time on May 31, 2023 (the "Distribution Date"), Knife River issued 56,996,350 shares of Knife River common stock to MDU Resources, such that MDU Resources owned 56,997,350 shares of Knife River common stock, representing all of the issued and outstanding shares of Knife River common stock as of the Distribution Date and prior to the Distribution.

2. In connection with the Distribution, MDU Resources (i) distributed 50,909,593 shares of Knife River common stock to its stockholders by way of a pro rata dividend, (ii) transferred 431,136 shares of Knife River common stock to Knife River Corporation - Northwest, a wholly owned subsidiary of Knife River, in settlement of that certain hook stock exchange agreement dated May 19, 2023, and (iii) retained the remaining 5,656,621 shares of Knife River common stock. A summary of the hook stock exchange can be found in the section entitled "Capitalization" in Knife River's information statement, dated as of and filed with the Securities and Exchange Commission on May 10, 2023.

	/s/ Paul R. Sanderson, Vice President, Chief Legal Officer and Secretary	06/02/2023
	** 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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