Form 4: Knife River Director Karen Fagg Reports Acquisition of Restricted Stock Units

Knife River Corp Director Karen B. Fagg reported the acquisition of 1,810 restricted stock units (RSUs) as part of her compensation, increasing her direct beneficial ownership to 30,937 shares of common stock.

Summary

• Karen B. Fagg, a Director of Knife River Corp (KNF), acquired 1,810 shares of common stock in the form of Restricted Stock Units (RSUs) on May 22, 2025.
• The transaction was reported with a price of $0.0000 per share, indicating a grant rather than a purchase.
• Following this acquisition, Ms. Fagg's direct beneficial ownership of Knife River common stock increased to 30,937 shares.
• The RSUs are scheduled to vest on the day immediately prior to the next Knife River Corporation annual meeting of stockholders, contingent upon Ms. Fagg's continued service on the board.
• Additionally, Ms. Fagg holds 839.983 shares of phantom stock, which are the economic equivalent of common stock and become payable in cash upon her termination of service as a director.

Sentiment

Score: 7

Explanation: The filing reports a routine grant of restricted stock units to a director as part of their compensation, which is a standard practice and generally viewed as a neutral to slightly positive event as it aligns the director's interests with shareholders. It does not contain any information that would significantly alter the company's financial outlook or operations.

Positives

• Director Karen B. Fagg received 1,810 Restricted Stock Units (RSUs), which aligns her interests with those of shareholders by tying a portion of her compensation to the company's stock performance.
• The grant of RSUs at a $0.00 price is a common form of equity compensation for directors, incentivizing long-term commitment and performance.
• The increase in beneficial ownership to 30,937 shares demonstrates continued investment and confidence by a key insider in the company's future.

Risks

• The vesting of the 1,810 Restricted Stock Units (RSUs) is contingent upon Karen B. Fagg's continued service on the board of directors until the vesting date, meaning the shares are not immediately owned and could be forfeited if service ceases prematurely.

Future Outlook

The Restricted Stock Units (RSUs) granted to Director Karen B. Fagg are expected to vest on the day immediately prior to the next Knife River Corporation annual meeting of stockholders, provided she continues her service on the board of directors through that date.

Industry Context

The grant of Restricted Stock Units (RSUs) to directors is a standard practice in many publicly traded companies across various industries, including the construction materials and aggregates sector where Knife River Corp operates. This compensation method aligns director incentives with long-term shareholder value by tying a portion of their remuneration to the company's stock performance and their continued service.

Comparison to Industry Standards

• The document does not provide specific comparable companies or projects to assess against industry standards. However, the use of Restricted Stock Units (RSUs) as a component of director compensation is a common practice among publicly traded companies, including peers in the construction materials and aggregates industry.

Stakeholder Impact

• Shareholders: The grant of Restricted Stock Units (RSUs) to a director aligns management's interests with shareholders by tying a portion of their compensation to the company's stock performance and long-term value creation.

Next Steps

• The Restricted Stock Units (RSUs) are expected to vest on the day immediately prior to the next Knife River Corporation annual meeting of stockholders, subject to continued service.

Key Dates

Keywords

Knife River Corp, KNF, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU, Director Compensation, Stock Grant, Beneficial Ownership, Karen B Fagg