Every material Form 8-K Knife River has filed with the SEC since August 06, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Knife River reported third quarter 2026 revenue of $1.3 billion, up 6% year over year, while net income fell 4% to $137.9 million and diluted EPS fell to $2.43 from $2.52. The company updated its full-year 2026 guidance to reflect near-term headwinds, with revenue of $3,375.0 million to $3,425.0 million and Adjusted EBITDA of $475.0 million to $505.0 million.
Q3 revenue was $1,275.6 million, up 6% from $1,203.7 million a year earlier.
Net income was $137.9 million, down 4% from $143.2 million; diluted EPS was $2.43 versus $2.52.
Adjusted EBITDA was $271.7 million, roughly flat versus $272.8 million in the prior-year quarter.
2026 guidance: revenue $3,375.0 million to $3,425.0 million; Adjusted EBITDA $475.0 million to $505.0 million. Net leverage was 2.9x at September 30, 2026.
Knife River reported second-quarter 2026 revenue up 13% to $938.6 million, driven by contracting services and acquisitions, while net income fell 13% to $43.9 million and Adjusted EBITDA fell 1% to $139.7 million. The company raised its full-year 2026 revenue and aggregate volume guidance, with revenue now expected at $3.4 billion to $3.6 billion.
Q2 revenue of $938.6 million, up from $833.8 million, with contracting services revenue up 20%
Q2 net income of $43.9 million ($0.77 per share), down from $50.6 million ($0.89 per share)
Q2 Adjusted EBITDA of $139.7 million, down from $140.8 million; margin 14.9% versus 16.9%
2026 guidance: revenue $3.4 billion to $3.6 billion and Adjusted EBITDA $520 million to $560 million; contracting services backlog $1.2 billion
Knife River appointed Peggy S. Rebstock, its current vice president of financial planning and analysis, as vice president, chief accounting officer and controller effective May 21, 2026, replacing Marney L. Kadrmas in that role. At the May 20, 2026 annual meeting, stockholders re-elected two Class III directors, approved the advisory vote on executive pay, and ratified Deloitte & Touche LLP as auditor for 2026.
Rebstock's annual base salary is $320,000, with a 50% target annual cash incentive for the 2026 plan year, prorated for her new role.
Kadrmas was named senior vice president of financial strategy, effective May 21, 2026.
Karen B. Fagg and Brian R. Gray were elected; Fagg received 44,894,087 votes for and Gray received 47,091,577.
Deloitte & Touche LLP was ratified as independent registered public accounting firm for 2026 with 49,836,805 votes for.
Knife River Corporation entered into a Second Amendment to its Credit Agreement on May 15, 2026, increasing its existing term B loans by $400 million and cutting the interest rate margin by 0.25%. After the change, term B loans outstanding total $895 million, and the company plans to use the proceeds to refinance existing term B loans, repay revolver borrowings and fund working capital and general corporate purposes.
Term B loans increased by $400 million; total outstanding is $895 million after the amendment
Interest rate margin reduced by 0.25%; SOFR loans bear 1.75% per annum and alternate base rate loans bear 0.75% per annum
Proceeds to refinance existing term B loans, repay Revolving Credit Facility borrowings and fund working capital and general corporate purposes
Amendment signed May 15, 2026 with JPMorgan Chase Bank, N.A. as administrative agent; filed as Exhibit 10.1
Knife River reported first quarter 2026 revenue of $410.1 million, up 16% from $353.5 million a year earlier, and its adjusted EBITDA loss narrowed to $31.8 million from $38.0 million. Its GAAP net loss widened to $79.2 million, or $1.40 per share, from $68.7 million, or $1.21 per share, a year earlier. The company expects full-year 2026 revenue of $3.3 billion to $3.5 billion and adjusted EBITDA of $520 million to $560 million, excluding future acquisitions.
Revenue $410.1 million vs. $353.5 million; net loss $79.2 million ($1.40 per share) vs. $68.7 million ($1.21 per share)
Adjusted EBITDA loss of $31.8 million vs. $38.0 million a year earlier; Mountain segment EBITDA loss narrowed to $8.2 million from $16.3 million
Three acquisitions completed in the quarter, including Morgan Asphalt in Utah; $174.2 million spent on acquisitions
2026 guidance: revenue $3.3 billion to $3.5 billion; adjusted EBITDA $520 million to $560 million
Knife River reported record fourth-quarter 2025 revenue of $755.1 million, up 15%, and net income of $32.0 million, up 38%. For the full year, revenue rose 9% to $3.15 billion, but net income fell 22% to $157.1 million, and the company issued 2026 guidance of $3.3 billion to $3.5 billion in revenue and $520 million to $560 million in adjusted EBITDA.
Q4 2025 diluted EPS was $0.56, versus $0.41 a year earlier; full-year diluted EPS was $2.76, versus $3.55 in 2024.
Full-year 2025 adjusted EBITDA rose 7% to $496.5 million, while the adjusted EBITDA margin fell to 15.8% from 16.0%.
2026 guidance: revenue of $3.3 billion to $3.5 billion and adjusted EBITDA of $520 million to $560 million, based on normal weather and conditions and excluding potential acquisitions.
The company completed five acquisitions in 2025 and reported year-end backlog of $1.03 billion, versus $745.6 million a year earlier.
Knife River reported third quarter 2025 revenue of $1.2 billion, up 9%, and Adjusted EBITDA of $272.8 million, up 11%, driven partly by acquisitions. Net income fell 3% to $143.2 million and diluted earnings per share fell 3% to $2.52. The company narrowed its full-year 2025 revenue and Adjusted EBITDA guidance ranges.
Q3 revenue $1,203.7 million vs. $1,105.3 million a year earlier, up 9%
Q3 net income $143.2 million vs. $148.1 million; diluted EPS $2.52 vs. $2.60
Adjusted EBITDA $272.8 million vs. $245.2 million, up 11%; Mountain segment EBITDA down 15%
2025 guidance narrowed to revenue of $3.1 billion to $3.15 billion and Adjusted EBITDA of $475 million to $500 million
Knife River reported second-quarter 2025 revenue of $833.8 million, up 3%, but net income fell 35% to $50.6 million and diluted EPS fell to $0.89 from $1.37. The company revised full-year 2025 adjusted EBITDA guidance to $475 million to $525 million, citing wet weather, weak demand in Oregon and July flooding in Texas, which matters to shareholders because it reflects a weaker outlook for the year.
Q2 revenue $833.8 million, up 3% from $806.9 million; adjusted EBITDA $140.8 million, down 9%
Net income $50.6 million versus $77.9 million a year earlier; diluted EPS $0.89 versus $1.37
Record backlog of $1.3 billion at June 30, 2025, up nearly 30% from a year earlier
Full-year 2025 adjusted EBITDA guidance set at $475 million to $525 million
Knife River reported a first-quarter 2025 revenue increase of 7% to $353.5 million, but its net loss widened to $68.7 million from $47.6 million a year earlier, and adjusted EBITDA was a loss of $38.0 million. The company closed its acquisition of Strata Corporation, funded partly by a new $500 million Term Loan B, and updated full-year 2025 guidance to revenue of $3.25 billion to $3.45 billion and adjusted EBITDA of $530 million to $580 million.
Q1 2025 revenue was $353.5 million, up 7% from $329.6 million; net loss per share was $1.21 versus $0.84 a year earlier.
Adjusted EBITDA was a loss of $38.0 million, compared with a loss of $17.7 million in Q1 2024; the company described the seasonal first-quarter loss as in line with its expectations.
Full-year 2025 guidance: revenue of $3.25 billion to $3.45 billion and adjusted EBITDA of $530 million to $580 million; the company expects $45 million of EBITDA from Strata for the year.
Knife River completed its acquisition of Strata Corporation for $454 million, which the company says is about 9 times Strata's projected 2025 EBITDA. The company also entered a First Amendment to its credit agreement on March 7, 2025, providing a $500 million revolver, a term loan A of approximately $265 million and a $500 million term loan B, which funded part of the deal.
Purchase price for Strata Corporation was $454 million, about 9 times Strata's projected 2025 EBITDA.
First Amendment dated March 7, 2025 adds a five-year $500 million revolving credit facility and a five-year term loan A of approximately $265 million.
A seven-year $500 million term loan B funded part of the acquisition; letters of credit are available up to $100 million.
Knife River plans to update its consolidated 2025 guidance with its first quarter 2025 results.
Knife River reported fourth-quarter 2024 revenue of $657.2 million, up 2%, and net income of $23.3 million, up 12% from a year earlier, with diluted EPS of $0.41 versus $0.36. For full-year 2024, revenue reached a record $2.9 billion and net income rose 10% to $201.7 million. The company also introduced 2025 revenue guidance of $3.0 billion to $3.2 billion and adjusted EBITDA guidance of $485 million to $535 million, excluding the pending $454 million Strata acquisition.
Q4 2024 net income $23.3 million vs. $20.7 million; diluted EPS $0.41 vs. $0.36
Full-year 2024 revenue $2.9 billion, up 2%; adjusted EBITDA $463.0 million, up 7%
2025 guidance: revenue $3.0 billion to $3.2 billion; adjusted EBITDA $485 million to $535 million
Strata Corporation acquisition for $454 million remains on track, with anticipated closing in the first half of 2025
Knife River Corporation disclosed that Nancy K. Christenson, its Vice President of Administration, informed the company on January 17, 2025 of her decision to retire in April 2025. The filing does not name a successor or describe any financial impact, so the change appears limited in scope for shareholders.
Nancy K. Christenson, Vice President of Administration, informed the company of her retirement decision on January 17, 2025.
Retirement is effective in April 2025.
The filing does not name a successor or disclose financial effects.
On December 20, 2024, KRC Holdings, an indirect subsidiary of Knife River Corporation, agreed to acquire 100% of the equity of Strata Corporation and Glacier Resources, Ltd., plus certain assets of Landmark Investments, L.L.C., for $454.0 million in cash, subject to customary purchase price adjustments. The deal is subject to customary closing conditions, including U.S. antitrust clearance under the Hart-Scott-Rodino Act, and Knife River expects to fund it with cash on hand and proceeds from new long-term debt. The filing also describes a $15.0 million termination fee payable by the buyer in certain circumstances, so the deal may not close.
Purchase price is $454.0 million in cash, subject to customary purchase price adjustments.
Buyer expects to fund the acquisition with cash on hand and proceeds from issuing long-term debt.
Either party may terminate if the deal is not completed by the Outside Date, nine months after HSR filings, extendable by three months and later by mutual agreement.
Buyer pays a $15.0 million termination fee if a court or government order permanently blocks the transaction and the order becomes final.
Knife River reported third quarter 2024 revenue of $1.1 billion, up 1% from a year earlier, and net income of $148.1 million, also up 1%. Adjusted EBITDA fell 1% to $245.2 million, and the company narrowed its full-year 2024 revenue and adjusted EBITDA guidance. Shareholders get higher top-line and earnings figures for the quarter, but adjusted EBITDA slipped and the company has spent $129.3 million on six acquisitions since the start of the fourth quarter.
Q3 2024 revenue $1,105.3 million vs. $1,090.4 million; net income $148.1 million vs. $146.7 million
Diluted EPS $2.60 vs. $2.58 a year earlier; adjusted EBITDA $245.2 million vs. $247.5 million
Full-year 2024 guidance: revenue $2.85 billion to $2.95 billion; adjusted EBITDA $445 million to $465 million
Through Nov. 2, 2024, the company deployed $129.3 million on six acquisitions, including Albina Asphalt purchased Nov. 2
Knife River's Compensation Committee adopted a Change in Control Severance Plan effective August 20, 2024, and designated five named executive officers as participants. The company also plans to switch certain equity awards from single-trigger to double-trigger vesting starting with 2025 annual awards, which means those awards would generally not vest automatically on a change in control.
Plan adopted effective August 20, 2024; participants include CEO Brian R. Gray, CFO Nathan W. Ring and COO Trevor J. Hastings
Gray has a 3x multiple under the plan; Ring, Hastings, Karl A. Liepitz and Nancy K. Christenson have a 2x multiple
Severance applies if terminated without cause or for good reason within two years after a change in control
2025 annual equity awards would vest on a qualifying termination after a change in control rather than automatically
Knife River reported second-quarter 2024 revenue of $806.9 million, up 3% from $785.2 million, and net income of $77.9 million, up 37% from $56.8 million a year earlier. The company raised its full-year 2024 guidance to revenue of $2.8 billion to $3.0 billion and Adjusted EBITDA of $445 million to $485 million, which points to higher expected profit for shareholders, though revenue declined in the Central and Energy Services segments.
Q2 2024 revenue $806.9 million, up 3%; diluted net income per share $1.37 versus $1.00 a year earlier
Q2 2024 Adjusted EBITDA $154.3 million, up 22%; Adjusted EBITDA margin 19.1% versus 16.1%
2024 guidance raised: revenue $2.8 billion to $3.0 billion; Adjusted EBITDA $445 million to $485 million
At June 30, 2024, unrestricted cash was $15.5 million and gross debt was $693.5 million
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