Kivisto Nicole A 4

What Happened

• Nicole A. Kivisto, President & CEO and Director of MDU Resources Group (MDU), received an award of 45,037 restricted stock units (RSUs) on 2026-02-17. These RSUs were granted at $0.00 and will vest on December 31, 2028, subject to continued employment.
• On 2026-02-18, 35,668 shares were withheld/disposed to satisfy a tax liability related to previously vested RSUs. The withholding value was 35,668 shares × $20.36 (closing price on 2026-02-18) = $726,200. This withholding is a routine tax payment, not an open-market sale for investment purposes.

Key Details

• Transaction dates: 2026-02-17 (RSU grant) and 2026-02-18 (shares withheld for taxes).
• Prices/values: RSU grant price $0.00; withholding executed at $20.36 per share, total ~$726,200 (per F4).
• Shares owned after transaction: aggregate post-transaction holdings are not specified in the provided excerpt.
• Notable footnotes:
  • F1: The 45,037 RSUs vest on 12/31/2028, subject to continued employment.
  • F3: The 35,668 shares were withheld to pay tax liabilities from RSUs that vested on 12/31/2025.
  • F2/F5: Filing references include previously vested shares (51,401 net) and shares held in the reporting person’s child’s name (reporting person disclaims beneficial ownership of those shares).
• Filing timeliness: Report filed 2026-02-19 for transactions on 2/17–2/18; appears timely under typical Form 4 reporting rules.

Context

• RSUs are a compensation award that convert to shares upon vesting; the 45,037 grant is a future compensation event (vests in 2028) and is generally a neutral-to-positive retention signal but does not represent an immediate purchase.
• The 35,668-share disposition was a tax-withholding action (common when RSUs vest) and should not be read as a typical open-market sale indicating negative sentiment.