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Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On May 20, 2026, the board of directors (the “Board”) of Knife River Corporation (the “Company”) appointed Peggy S. Rebstock, the Company’s current Vice President of Financial Planning and Analysis, to serve as the Vice President, Chief Accounting Officer and Controller of the Company, effective May 21, 2026.

Ms. Rebstock, age 53, was appointed Vice President of Financial Planning and Analysis of the Company, effective October 6, 2024. She previously served as Region Controller and Assistant Secretary of the Company’s subsidiary, Knife River Corporation – South, from February 1, 2022 until October 5, 2024; and Region Controller and Assistant Secretary of the Company’s subsidiary, Jebro Incorporated, from July 3, 2017 until February 21, 2022.

In connection with Ms. Rebstock’s appointment as Vice President, Chief Accounting Officer and Controller, and as set forth in her offer letter from the Company (the “Offer Letter”), Ms. Rebstock’s annual base salary will be $320,000 per year and she will remain eligible to participate in the Company’s executive incentive compensation plan with a target annual cash incentive of 50% for the 2026 plan year, prorated based on her time in her new role. Ms. Rebstock will remain a participant in the Company’s long-term incentive plan for the 2026 plan year, subject to the terms and conditions of the plan. Ms. Rebstock’s target equity award value for the 2027 plan year is expected to be 65% of her base salary, subject to final approval by the Compensation Committee of the Board in 2027. In addition, Ms. Rebstock is entitled to participate in employee benefit plans and programs generally available to the Company’s executive officers.

Ms. Rebstock will also continue to be eligible to participate in the Company’s Change in Control Severance Plan (the “CIC Plan”) with a multiple of 2x, subject to the terms and conditions of the CIC Plan.

There are no arrangements or understandings between Ms. Rebstock and any other person pursuant to which Ms. Rebstock was appointed as Vice President, Chief Accounting Officer and Controller. Ms. Rebstock does not have any family relationship with any director or officer of the Company or any other person nominated or chosen by the Company to become a director or executive officer, and there are no transactions in which Ms. Rebstock has an interest requiring disclosure under Item 404(a) of Regulation S-K.

The foregoing description of the Offer Letter does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Offer Letter, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

On May 20, 2026, Marney L. Kadrmas was named Senior Vice President of Financial Strategy, instead of her former title as Vice President and Chief Accounting Officer, effective as of May 21, 2026. In connection with Ms. Rebstock’s appointment as Vice President, Chief Accounting Officer and Controller, Ms. Rebstock has assumed the role of principal accounting officer of the Company.

The annual meeting of stockholders of the Company (the “Annual Meeting”) was held on May 20, 2026. Three Company proposals were submitted to stockholders as described in the Company’s Definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 6, 2026. The proposals and the results of the stockholder vote, with fractional share totals rounded to the nearest whole share, are as follows:

All of the Company’s nominees were elected, having received a number of shares voted “for” their election in excess of 50 percent of the number of votes cast with respect to that nominee’s election.

The proposal was approved, on a non-binding advisory basis, having received the affirmative vote of a majority of the shares of common stock present online or represented by proxy at the Annual Meeting and entitled to vote on the proposal.

The proposal was approved, having received the affirmative vote of a majority of the shares of common stock present online or represented by proxy at the Annual Meeting and entitled to vote on the proposal.

(d)    Exhibits.

Exhibit Number    Description

104        Cover Page Interactive Data File (embedded within the Inline XBRL document).

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Knife River Corporation