Item 1.01 Entry into a Material Definitive Agreement.
On May 15, 2026, Knife River Corporation (the "Company") and certain of its subsidiaries entered into that certain Second Amendment (the "Second Amendment") with the lenders and other parties party thereto and JPMorgan Chase Bank, N.A., as administrative agent, amending that certain Credit Agreement, dated as of May 31, 2023 (as previously amended, restated, amended and restated, supplemented or otherwise modified, the "Credit Agreement"), among the Company, the lenders and other parties party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.
Pursuant to the terms of the Second Amendment, the Company increased the existing term B loans (the "Existing Term B Loans") by an aggregate principal amount of $400 million and reduced the interest rate margin applicable thereto by 0.25%. After giving effect to the Second Amendment, the aggregate principal amount of term B loans outstanding under the Credit Agreement was $895 million (such loans, the "2026 Tranche B Term Loans").
The 2026 Tranche B Term Loans have substantially similar terms as the Existing Term B Loans, except with respect to the applicable interest rate. Borrowings under the 2026 Tranche B Term Loans bear interest at an annual rate equal to, at the Company's option, either (a) 1.75% per annum, in the case of SOFR loans, or (b) 0.75% per annum, in the case of alternate base rate loans.
The Company intends to use the proceeds from the 2026 Tranche B Term Loans to refinance the Existing Term B Loans, repay borrowings under the Revolving Credit Facility and for working capital and general corporate purposes.
The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, as amended by the Second Amendment, which is filed as Exhibit 10.1 to this 8-K and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.