Every material Form 8-K Knife River filed with the SEC in 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.
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
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Knife River filing is on SEC EDGAR ↗. 8-K briefs of other companies →