MDU RESOURCES GROUP INC 8-K

What Happened
MDU Resources Group, Inc. (MDU) filed an 8‑K (dated Dec 29, 2025) reporting that under its Dec 3, 2025 underwriting and forward sale arrangements, the underwriters exercised in full on Dec 23, 2025 their 30‑day option to purchase an additional 1,522,842 shares. The offering originally involved 10,152,284 “Forward Shares” borrowed from third parties and sold to the underwriters; with the exercise, an additional 1,522,842 shares were borrowed and sold on Dec 26, 2025. The Additional Forward Sale Agreements (with Wells Fargo Bank NA, Bank of America N.A., and JPMorgan Chase Bank NA) provide for settlement at the company’s discretion on or before Dec 6, 2027. The initial forward sale price is $18.90 per share, subject to adjustments tied to a floating overnight bank funding rate (less a spread), expected dividends and certain stock‑borrow costs.

Key Details

• Offering and timing: 10,152,284 forward shares initially sold; underwriters exercised option for 1,522,842 additional shares (decided Dec 23, 2025; sold Dec 26, 2025). Settlement date(s) selectable by MDU through Dec 6, 2027.
• Forward sale price: initially $18.90 per share; price can decrease (and may increase/decrease) based on an overnight funding rate less a spread, dividend adjustments, and stock‑borrow cost adjustments.
• Settlement mechanics and EPS: MDU expects shares issuable on settlement will be included in diluted EPS using the treasury stock method until issuance; MDU expects no dilutive effect except when average market price exceeds the applicable adjusted forward sale price. Physical or net‑share settlement would dilute EPS.
• Contract rights: Forward purchasers can accelerate physical settlement in specified circumstances (e.g., inability to borrow shares, certain dividends or ownership/extraordinary events, or other termination events).

Why It Matters
This filing affects MDU’s potential future share count and earnings‑per‑share (EPS) calculations. Although MDU expects the forward arrangements will generally not be dilutive under the treasury stock method unless market prices exceed the adjusted forward sale price, any physical or net‑share settlement would increase outstanding shares and dilute EPS. Investors should note the initial forward price ($18.90), the added 1.52 million shares, the long settlement window (through Dec 6, 2027), and scenarios (borrow availability, dividends, corporate events) that could force accelerated physical settlement. The agreements and a legal opinion are filed as exhibits to the 8‑K.