Companies: 11,396     total market cap: $150.359 T
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Knife River Corporation
KNF
#4006
Rank
$3.21 B
Marketcap
๐Ÿ‡บ๐Ÿ‡ธ United States
Country
$56.63
Share price
-2.91%
Change (1 day)
-20.61%
Change (1 year)
๐Ÿงฑ Building materials
Categories
  1. Knife River Corporation
  2. Quarterly Reports (10-Q)
  3. Financial Year FY2026 Q3

Knife River Corporation - 10-Q quarterly report FY2026 Q3


Text size:
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to ______________
Commission file number 1-41642
Knife River Corporation
(Exact name of registrant as specified in its charter)
Delaware92-1008893
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer Identification No.)

1150 West Century Avenue
P.O. Box 5568
Bismarck, North Dakota 58506-5568
(Address of principal executive offices)
(Zip Code)
(701) 530-1400
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueKNFNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
☒
Accelerated Filer
☐
Non-Accelerated Filer
☐
Smaller Reporting Company
☐
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of October 29, 2026: 56,763,420 shares.

Index
Page
3
Part I -- Financial Information
Item 1. Financial Statements
4
Consolidated Statements of Operations -- Three and Nine Months Ended September 30, 2026 and 2025
4
Consolidated Statements of Comprehensive Income -- Three and Nine Months Ended September 30, 2026 and 2025
5
Consolidated Balance Sheets -- September 30, 2026 and 2025, and December 31, 2025
6
Consolidated Statements of Equity -- Three and Nine Months Ended September 30, 2026 and 2025
7
Consolidated Statements of Cash Flows -- Nine Months Ended September 30, 2026 and 2025
9
Notes to Consolidated Financial Statements
10
1. Background
10
2. Basis of Presentation
10
3. New Accounting Standards
11
4. Receivables and Allowance for Expected Credit Losses
11
5. Inventories
12
6. Net Income Per Share
13
7. Accumulated Other Comprehensive Loss
13
8. Revenue from Contracts with Customers
13
9. Uncompleted Contracts
15
10. Acquisitions and Dispositions
16
11. Goodwill and Other Intangible Assets
17
12. Fair Value Measurements
18
13. Debt
20
14. Cash Flow Information
21
15. Business Segment Data
21
16. Commitments and Contingencies
24
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
25
Item 3. Quantitative and Qualitative Disclosures About Market Risk
40
Item 4. Controls and Procedures
41
Item 1. Legal Proceedings
42
Item 1A. Risk Factors
42
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
42
Item 3. Defaults Upon Senior Securities
42
Item 4. Mine Safety Disclosures
42
Item 5. Other Information
42
Item 6. Exhibits
42
43
44
Unless otherwise stated or the context otherwise requires, references in this report to “Knife River,” the “Company,” “we,” “our,” or “us” refer to Knife River Corporation and its consolidated subsidiaries.
2
Introduction
Knife River is an aggregates-based, vertically integrated construction materials and contracting services company with 1.3 billion tons of aggregates reserves as of December 31, 2025. About 35 percent of these aggregates support internal production of ready-mix concrete, asphalt, and various contracting services, including heavy-civil and concrete construction. Our company targets mid-size, higher-growth markets and is dedicated to growth and stakeholder value through our core values: People, Safety, Quality, and the Environment.
We supply construction materials and contracting services in the United States and operate across 15 states, mainly serving public-sector infrastructure projects like highways and bridges. Our access to high-quality aggregates supports our vertically integrated model, allowing us to share resources and maximize efficiency. Products are transported by truck, rail, or barge, depending on the market. Strategically located aggregates sites, plants, and a large fleet help us serve customers effectively. This integrated approach provides scale, efficiency, and operational excellence, benefiting customers, shareholders, and communities.
Our business is organized into four operating segments, each of which is also a reportable segment. Three of the reportable segments are aligned by key geographic areas, West, Mountain and Central. Each geographic segment offers a vertically integrated suite of products and services, including aggregates, ready-mix concrete, asphalt and contracting services. The Energy Services segment, which has locations throughout our geographic footprint, produces and supplies liquid asphalt and related services, primarily for use in asphalt road construction. For more information on our business segments, see Note 15 of the Notes to Consolidated Financial Statements.

3
Part I -- Financial Information
Item 1. Financial Statements
Knife River Corporation
Consolidated Statements of Operations
(Unaudited)
Three Months EndedNine Months Ended
September 30,September 30,
2026202520262025
(In thousands, except per share amounts)
Revenue:
Construction materials$671,007 $647,277 $1,465,456 $1,354,260 
Contracting services604,594 556,440 1,158,863 1,036,688 
Total revenue1,275,601 1,203,717 2,624,319 2,390,948 
Cost of revenue:
Construction materials434,631 426,780 1,107,872 1,037,647 
Contracting services553,370 492,603 1,068,852 921,316 
Total cost of revenue988,001 919,383 2,176,724 1,958,963 
Gross profit287,600 284,334 447,595 431,985 
Selling, general and administrative expenses73,473 69,129 238,588 211,356 
Operating income214,127 215,205 209,007 220,629 
Interest expense24,718 23,003 70,022 60,601 
Other (expense) income(762)1,194 1,900 7,967 
Income before income taxes188,647 193,396 140,885 167,995 
Income tax expense50,768 50,245 38,299 42,951 
Net income$137,879 $143,151 $102,586 $125,044 
Net income per share
Basic $2.43 $2.53 $1.81 $2.21 
Diluted$2.43 $2.52 $1.81 $2.20 
Weighted average common shares outstanding:
Basic56,76356,66456,74456,649
Diluted 56,82556,88456,83356,900
The accompanying notes are an integral part of these consolidated financial statements.
4
Knife River Corporation
Consolidated Statements of Comprehensive Income
(Unaudited)
Three Months EndedNine Months Ended
September 30,September 30,
2026202520262025
(In thousands)
Net income$137,879 $143,151 $102,586 $125,044 
Other comprehensive income:
Postretirement liability adjustment:
Amortization of postretirement liability losses included in net periodic benefit cost, net of tax of $41 and $21 for the three months ended and $123 and $61 for the nine months ended September 30, 2026 and 2025, respectively.
127 63 381 190 
Postretirement liability adjustment127 63 381 190 
Other comprehensive income127 63 381 190 
Comprehensive income attributable to common stockholders$138,006 $143,214 $102,967 $125,234 
The accompanying notes are an integral part of these consolidated financial statements.
5
Knife River Corporation
Consolidated Balance Sheets
(Unaudited)
September 30, 2026September 30, 2025December 31, 2025
(In thousands, except shares and per share amounts)
Assets
Current assets:
Cash, cash equivalents and restricted cash$177,317 $81,097 $123,418 
Receivables, net553,236 516,764 278,030 
Contract assets
149,395 67,886 77,528 
Inventories463,645 436,535 435,714 
Prepayments and other current assets33,588 33,029 46,232 
Total current assets1,377,181 1,135,311 960,922 
Noncurrent assets:
Net property, plant and equipment2,182,858 1,961,437 2,028,933 
Goodwill583,996 469,381 519,668 
Other intangible assets, net31,101 33,418 32,680 
Operating lease right-of-use assets50,041 49,950 52,589 
Investments and other61,304 53,820 55,321 
Total noncurrent assets 2,909,300 2,568,006 2,689,191 
Total assets$4,286,481 $3,703,317 $3,650,113 
Liabilities and Stockholders' Equity
Current liabilities:
Long-term debt - current portion$18,876 $11,780 $11,708 
Accounts payable239,101 211,157 145,581 
Accrued compensation41,649 36,977 44,253 
Contract liabilities
27,730 42,837 33,773 
Accrued interest19,879 15,680 7,348 
Other taxes payable18,368 28,660 11,252 
Current operating lease liabilities 16,694 14,749 15,942 
Other accrued liabilities122,881 112,604 108,132 
Total current liabilities 505,178 474,444 377,989 
Noncurrent liabilities:
Long-term debt1,534,375 1,175,968 1,153,830 
Deferred income taxes308,895 264,192 287,917 
Noncurrent operating lease liabilities33,347 35,201 36,647 
Other158,363 146,316 152,790 
Total liabilities 2,540,158 2,096,121 2,009,173 
Commitments and contingencies
Stockholders' equity:
Common stock, 300,000,000 shares authorized, $0.01 par value, 57,194,556 shares issued and 56,763,420 shares outstanding at September 30, 2026; 57,095,301 shares issued and 56,664,165 shares outstanding at September 30, 2025; 57,095,301 shares issued and 56,664,165 shares outstanding at December 31, 2025
572 571 571 
Other paid-in capital632,052 626,773 629,637 
Retained earnings1,127,206 992,590 1,024,620 
Treasury stock held at cost - 431,136 shares
(3,626)(3,626)(3,626)
Accumulated other comprehensive loss(9,881)(9,112)(10,262)
Total stockholders' equity1,746,323 1,607,196 1,640,940 
Total liabilities and stockholders' equity $4,286,481 $3,703,317 $3,650,113 
The accompanying notes are an integral part of these consolidated financial statements.
6
Knife River Corporation
Consolidated Statements of Equity
(Unaudited)
Common StockOther
Paid-in Capital		Retained EarningsTreasury Stock
Accumulated Other Comprehensive Loss
SharesAmountSharesAmountTotal
(In thousands, except shares)
At December 31, 2025
57,095,301 $571 $629,637 $1,024,620 (431,136)$(3,626)$(10,262)$1,640,940 
Net loss— — — (79,176)— — — (79,176)
Other comprehensive income— — — — — — 127 127 
Stock-based compensation expense
— — 2,859 — — — — 2,859 
Common stock issued for employee compensation, net of tax withholding
89,690 1 (5,426)— — — — (5,425)
At March 31, 202657,184,991 $572 $627,070 $945,444 (431,136)$(3,626)$(10,135)$1,559,325 
Net income
— — — 43,883 — — — 43,883 
Other comprehensive income
— — — — — — 127 127 
Stock-based compensation expense
— — 2,553 — — — — 2,553 
Common stock issued for board of director fees
9,565 — — — — — — — 
At June 30, 202657,194,556 $572 $629,623 $989,327 (431,136)$(3,626)$(10,008)$1,605,888 
Net income— — — 137,879 — — — 137,879 
Other comprehensive income— — — — — — 127 127 
Stock-based compensation expense
— — 2,429 — — — — 2,429 
At September 30, 202657,194,556 $572 $632,052 $1,127,206 (431,136)$(3,626)$(9,881)$1,746,323 
The accompanying notes are an integral part of these consolidated financial statements.

7

Knife River Corporation
Consolidated Statements of Equity
(Unaudited)
Common StockOther
Paid-in Capital		Retained EarningsTreasury Stock
Accumulated Other Comprehensive Loss
SharesAmountSharesAmountTotal
(In thousands, except shares)
At December 31, 2024
57,043,841 $570 $620,897 $867,546 (431,136)$(3,626)$(9,302)$1,476,085 
Net loss— — — (68,710)— — — (68,710)
Other comprehensive income— — — — — — 63 63 
Stock-based compensation expense
— — 2,799 — — — — 2,799 
Common stock issued for employee compensation, net of tax withholding39,656 1 (2,654)— — — — (2,653)
At March 31, 2025
57,083,497 $571 $621,042 $798,836 (431,136)$(3,626)$(9,239)$1,407,584 
Net income
— — — 50,603 — — — 50,603 
Other comprehensive income
— — — — — — 64 64 
Stock-based compensation expense
— — 2,866 — — — — 2,866 
Common stock issued for board of director fees
11,804 — — — — — — — 
At June 30, 202557,095,301 $571 $623,908 $849,439 (431,136)$(3,626)$(9,175)$1,461,117 
Net income— — — 143,151 — — — 143,151 
Other comprehensive income— — — — — — 63 63 
Stock-based compensation expense
— — 2,865 — — — — 2,865 
At September 30, 202557,095,301 $571 $626,773 $992,590 (431,136)$(3,626)$(9,112)$1,607,196 
The accompanying notes are an integral part of these consolidated financial statements.
8
Knife River Corporation
Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended
September 30,
20262025
(In thousands)
Operating activities:
Net income$102,586 $125,044 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization164,149 142,439 
Deferred income taxes12,646 6,567 
Provision for credit losses1,021 1,405 
Amortization of debt issuance costs3,158 2,745 
Employee stock-based compensation costs7,841 8,530 
Pension and postretirement benefit plan net periodic benefit cost 1,392 1,074 
Unrealized gains on investments(1,351)(2,187)
Gains on sales of assets(5,272)(15,644)
Gains on bargain purchases(235)(3,547)
Equity in earnings of unconsolidated affiliates(766)(227)
Changes in current assets and liabilities, net of acquisitions:
Receivables(346,179)(267,478)
Inventories(22,548)(15,277)
Other current assets16,404 3,742 
Accounts payable97,331 72,530 
Other current liabilities30,545 16,704 
Pension and postretirement benefit plan contributions(421)(437)
Other noncurrent changes584 6,600 
Net cash provided by operating activities60,885 82,583 
Investing activities:
Capital expenditures(208,574)(290,327)
Acquisitions, net of cash acquired(185,725)(527,979)
Net proceeds from sale or disposition of property and other10,401 38,273 
Investments(2,993)(2,986)
Net cash used in investing activities(386,891)(783,019)
Financing activities:
Issuance of long-term debt400,000 520,000 
Repayment of long-term debt(10,835)(5,878)
Debt issuance costs(3,835)(11,070)
Tax withholding on stock-based compensation
(5,425)(2,653)
Net cash provided by financing activities379,905 500,399 
Increase (decrease) in cash, cash equivalents and restricted cash53,899 (200,037)
Cash, cash equivalents and restricted cash -- beginning of year123,418 281,134 
Cash, cash equivalents and restricted cash -- end of period$177,317 $81,097 
The accompanying notes are an integral part of these consolidated financial statements.
9
Knife River Corporation
Notes to Consolidated
Financial Statements
September 30, 2026 and 2025
(Unaudited)
Note 1 - Background
At Knife River, we are a people-first construction materials and contracting services company. We provide construction materials and contracting services to build safe roads, bridges, airport runways and other critical infrastructure needs that connect people with where they want to go and with the supplies they need. We are one of the leading providers of crushed stone and sand and gravel in the United States and operate across 15 states. We conduct our operations through four reportable segments: West, Mountain, Central and Energy Services.
Note 2 - Basis of Presentation
The accompanying consolidated interim financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Interim financial statements do not include all disclosures provided in annual financial statements and, accordingly, these financial statements should be read in conjunction with the Company's 2025 Annual Report on Form 10-K (Annual Report). The information is unaudited but includes adjustments that are, in the opinion of management, necessary for a fair presentation of the accompanying consolidated interim financial statements and are of a normal recurring nature.
All revenues and costs, as well as assets and liabilities, directly associated with our business activities are included in the consolidated financial statements. General corporate expenses are included in the Consolidated Statements of Operations within selling, general and administrative expenses and other income.
On March 7, 2025, we acquired Strata Corporation (Strata), a leading construction materials and contracting services provider in North Dakota and northwestern Minnesota. The purchase price for Strata totaled $454.0 million and was subject to post-closing adjustments. The results of operations and balance sheet accounts for Strata are included in the consolidated financial statements from the date of acquisition.
In December 2025, we reclassified our retention receivables of $42.8 million on a contract-by-contract basis from accounts receivable. The reclassification resulted in an increase to contract assets of $31.8 million and a decrease to contract liabilities of $11.0 million. This reclassification was due to FASB’s clarification of retention receivables under ASC 606 and was applied on a prospective basis. Prior years quarters were not revised.
Management has also evaluated the impact of events occurring after September 30, 2026, up to the date of issuance of these consolidated interim financial statements on November 3, 2026, that would require recognition or disclosure in the Consolidated Financial Statements.
Principles of consolidation
For all periods, the consolidated financial statements were prepared in accordance with GAAP and include the accounts of Knife River and our wholly owned subsidiaries. All intercompany accounts and transactions between our businesses have been eliminated in the accompanying consolidated financial statements.
Use of estimates
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Estimates are used for items such as long-lived assets and goodwill; fair values of acquired assets and liabilities assumed under the acquisition method of accounting; aggregates reserves; property depreciable lives; tax provisions; revenue recognized using the cost-to-cost measure of progress for contracts; expected credit losses; environmental and other loss contingencies; costs on contracting services contracts; actuarially determined benefit costs; asset retirement obligations; present value of right-of-use assets and lease liabilities; and the valuation of stock-based compensation. These estimates are based on management’s best knowledge of current events, historical experience, actions that we may undertake in the future and on various other assumptions that are believed to be reasonable under the circumstances. As additional information becomes available, or actual amounts are determinable, the recorded estimates are revised. Consequently, operating results can be affected by revisions to prior accounting estimates.
10
Cash, cash equivalents and restricted cash
We consider all highly liquid investments with an original maturity of three months or less, when purchased, to be cash and cash equivalents. Restricted cash represents deposits held by our captive insurance company that is required by state insurance regulations to remain in the captive insurance company. Cash, cash equivalents and restricted cash on the Consolidated Balance Sheets is comprised of:
September 30, 2026September 30, 2025December 31, 2025
(In thousands)
Cash and cash equivalents
$118,028$30,695$73,821
Restricted cash
59,28950,40249,597
Cash, cash equivalents and restricted cash
$177,317$81,097$123,418
Seasonality of operations
Some of our operations are seasonal and revenues from, and certain expenses for, such operations may fluctuate significantly among quarterly periods, with lower activity in the winter months and higher activity in the summer months. Accordingly, the interim results for particular segments, and for Knife River as a whole, may not be indicative of results for the full fiscal year or other future periods.
Note 3 - New Accounting Standards
The following table provides a brief description of the accounting pronouncements applicable to us and the potential impact on our consolidated financial statements and/or disclosures:
StandardDescriptionStandard Effective DateImpact on financial statements/disclosures
Recently issued ASU's not yet adopted
ASU 2024-03 -Disaggregation of Income Statement Expenses
In November 2024, the FASB issued guidance on modifying the disclosure requirements to improve the disclosures for a public entity's expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The guidance is to be applied either on a prospective basis to the financial statements issued for reporting periods after the effective date or on a retrospective basis to the financial statements to all prior periods presented in the financial statements. Early adoption is permitted. Annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.We are currently evaluating the impact the guidance will have on our disclosures for the year ended December 31, 2027 and interim periods for fiscal year 2028.
ASU 2025-06 - Targeted Improvements to the Accounting for Internal-Use Software
In September 2025, the FASB issued guidance to provide targeted improvements to the accounting for internal-use software which is intended to modernize the recognition and capitalization framework to reflect current software development practices. Under this guidance, eligible software development costs will begin capitalization when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended.Annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period.We are currently evaluating the impact this guidance will have on our financial statements and disclosures.
Note 4 - Receivables and Allowance for Expected Credit Losses
Receivables consist primarily of trade and contract receivables for the sale of goods and services net of expected credit losses. A majority of our receivables are due in 30 days or less. The total balance of receivables past due 90 days or more was $19.2 million, $16.4 million and $15.3 million at September 30, 2026, September 30, 2025 and December 31, 2025, respectively. Receivables were as follows:
September 30, 2026September 30, 2025December 31, 2025
(In thousands)
Trade receivables$298,063$279,057$155,836
Contract receivables260,950242,248127,383
Receivables, gross559,013521,305283,219
Less expected credit loss5,7774,5415,189
Receivables, net$553,236$516,764$278,030
Our expected credit losses are determined through a review using historical credit loss experience; changes in asset specific characteristics; current conditions; and reasonable and supportable future forecasts, among other specific account data, and is
11
performed at least quarterly. We develop and document our methodology to determine our allowance for expected credit losses. Risk characteristics used by management may include customer mix, knowledge of customers and general economic conditions of the various local economies, among others. Specific account balances are written off when management determines the amounts to be uncollectible. Management has reviewed the balance reserved through the allowance for expected credit losses and believes it is reasonable.
Details of our expected credit losses were as follows:
WestMountainCentralEnergy ServicesTotal
(In thousands)
As of December 31, 2025
$2,405 $274 $1,602 $908 $5,189 
Current expected credit loss provision
67 (34)70 37 140 
Less write-offs charged against the allowance174 52 11 37 274 
At March 31, 2026
$2,298 $188 $1,661 $908 $5,055 
Current expected credit loss provision306 132 93 58 589 
Less write-offs charged against the allowance43 40 7 6 96 
At June 30, 2026$2,561 $280 $1,747 $960 $5,548 
Current expected credit loss provision(79)(129)393 107 292 
Less write-offs charged against the allowance46 17 — — 63 
At September 30, 2026$2,436 $134 $2,140 $1,067 $5,777 
WestMountainCentralEnergy ServicesTotal
(In thousands)
As of December 31, 2024$2,478 $780 $921 $166 $4,345 
Current expected credit loss provision— 42 30 263 335 
Less write-offs charged against the allowance73 8 18 263 362 
At March 31, 2025
$2,405 $814 $933 $166 $4,318 
Current expected credit loss provision81 86 147 (208)106 
Less write-offs charged against the allowance32 10 (5)(208)(171)
At June 30, 2025$2,454 $890 $1,085 $166 $4,595 
Current expected credit loss provision29 278 341 316 964 
Less write-offs charged against the allowance108 880 14 16 1,018 
At September 30, 2025$2,375 $288 $1,412 $466 $4,541 
Note 5 - Inventories
Inventories on the Consolidated Balance Sheets were as follows:
September 30, 2026September 30, 2025December 31, 2025
(In thousands)
Finished products$330,417 $313,033 $304,281 
Raw materials85,628 83,055 91,069 
Supplies and parts47,600 40,447 40,364 
Total$463,645 $436,535 $435,714 
Inventories are valued at the lower of cost or net realizable value using the average cost method. Inventories include production costs incurred as part of our aggregates mining activities. These inventoriable production costs include all mining and processing costs associated with the production of aggregates. Stripping costs incurred during the production phase, which represent costs of removing overburden and waste materials to access mineral deposits, are a component of inventoriable production costs.
12
Note 6 - Net Income Per Share
Basic net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the applicable period. Diluted net income per share is computed by dividing net income by the total of the weighted average number of shares of common stock outstanding during the applicable period, plus the effect of non-vested performance shares and restricted stock units. Basic and diluted net income per share are calculated as follows, based on a reconciliation of the weighted-average common shares outstanding on a basic and diluted basis:
Three Months EndedNine Months Ended
September 30,September 30,
2026202520262025
(In thousands, except per share amounts)
Net income$137,879 $143,151 $102,586 $125,044 
Weighted average common shares outstanding - basic56,763 56,664 56,744 56,649 
Effect of dilutive performance shares and restricted stock units
62 220 89 251 
Weighted average common shares outstanding - diluted56,825 56,884 56,833 56,900 
Shares excluded from the calculation of diluted income per share2 — 34 29 
Net income per share - basic$2.43 $2.53 $1.81 $2.21 
Net income per share - diluted$2.43 $2.52 $1.81 $2.20 
Note 7 - Accumulated Other Comprehensive Loss
Comprehensive income is comprised of net income and other comprehensive income. The only component of other comprehensive income is the amortization of postretirement liability losses for our benefit plans. As of September 30, 2026 and 2025, and December 31, 2025, accumulated other comprehensive loss was $9.9 million, $9.1 million and $10.3 million, respectively.
For the three months ended September 30, 2026 and 2025, we amortized $127,000 and $63,000, respectively, of expense into other income, and $41,000 and $21,000, respectively, into income taxes. For the nine months ended September 30, 2026 and 2025, we amortized $381,000 and $190,000, respectively, of expense into other income, and $123,000 and $61,000, respectively, into income taxes.
Note 8 - Revenue from Contracts with Customers
Revenue is recognized when a performance obligation is satisfied by transferring control over a product or service to a customer. Revenue includes revenue from the sales of construction materials and contracting services. Revenue is measured based on consideration specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of third parties. We are considered an agent for certain taxes collected from customers. As such, we present revenues net of these taxes at the time of sale to be remitted to governmental authorities, including sales and use taxes. Revenue for construction materials is recognized at a point in time when delivery of the products has taken place. Contracting services revenue is recognized over time using an input method based on the cost-to-cost measure of progress on a project.
13
Disaggregation
In the following tables, revenue is disaggregated by category for each segment and includes sales of materials to both third parties and internal customers. Due to consolidation requirements, the internal sales revenues must be eliminated against the construction materials product used in downstream materials and contracting services to arrive at the external operating revenues. We believe this level of disaggregation best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. For more information on the Company’s reportable segments, see Note 15.
Three Months Ended September 30, 2026WestMountainCentralEnergy ServicesCorporate Services and EliminationsTotal
(In thousands)
Aggregates$99,268 $45,440 $105,052 $— $— $249,760 
Ready-mix concrete93,812 46,212 130,175 — — 270,199 
Asphalt57,186 63,359 94,466 — — 215,011 
Liquid asphalt
— — — 147,068 — 147,068 
Other54,992 1,216 11,893 25,445 3,547 97,093 
Contracting services public-sector110,811 169,726 229,136 — — 509,673 
Contracting services private-sector29,621 51,536 13,764 — — 94,921 
Internal sales(81,072)(69,433)(126,261)(27,858)(3,500)(308,124)
Revenues from contracts with customers
$364,618 $308,056 $458,225 $144,655 $47 $1,275,601 
Three Months Ended September 30, 2025WestMountainCentralEnergy ServicesCorporate Services and EliminationsTotal
(In thousands)
Aggregates$91,252 $34,823 $91,969 $— $— $218,044 
Ready-mix concrete98,581 42,121 120,673 — — 261,375 
Asphalt61,674 42,210 96,552 — — 200,436 
Liquid asphalt
— — — 148,765 — 148,765 
Other50,311 6 12,190 25,540 3,364 91,411 
Contracting services public-sector141,893 123,245 216,421 — — 481,559 
Contracting services private-sector28,546 32,285 14,050 — — 74,881 
Internal sales(76,705)(45,020)(117,528)(30,301)(3,200)(272,754)
Revenues from contracts with customers
$395,552 $229,670 $434,327 $144,004 $164 $1,203,717 
Nine Months Ended September 30, 2026WestMountainCentralEnergy ServicesCorporate Services and EliminationsTotal
(In thousands)
Aggregates$244,011 $95,203 $208,751 $— $— $547,965 
Ready-mix concrete255,978 111,566 283,938 — — 651,482 
Asphalt109,078 108,764 151,651 — — 369,493 
Liquid asphalt
— — — 256,611 — 256,611 
Other138,896 2,418 29,611 45,147 11,395 227,467 
Contracting services public-sector234,097 322,727 387,506 — — 944,330 
Contracting services private-sector71,920 112,727 29,886 — — 214,533 
Internal sales(188,856)(127,628)(206,556)(53,609)(10,913)(587,562)
Revenues from contracts with customers
$865,124 $625,777 $884,787 $248,149 $482 $2,624,319 
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Nine Months Ended September 30, 2025WestMountainCentralEnergy ServicesCorporate Services and EliminationsTotal
(In thousands)
Aggregates$222,339 $72,216 $170,836 $— $— $465,391 
Ready-mix concrete258,313 90,915 226,586 — — 575,814 
Asphalt109,085 71,500 146,818 — — 327,403 
Liquid asphalt
— — — 246,888 — 246,888 
Other133,993 11 27,208 42,754 10,486 214,452 
Contracting services public-sector269,125 240,349 341,949 — — 851,423 
Contracting services private-sector90,074 73,876 21,315 — — 185,265 
Internal sales(162,163)(77,082)(177,481)(48,946)(10,016)(475,688)
Revenues from contracts with customers
$920,766 $471,785 $757,231 $240,696 $470 $2,390,948 
Note 9 - Uncompleted Contracts
The timing of revenue recognition may differ from the timing of invoicing to customers. The timing of invoicing to customers does not necessarily correlate with the timing of revenues being recognized under the cost-to-cost method of accounting. Contracts from contracting services are billed as work progresses in accordance with agreed upon contractual terms. Generally, billing to the customer occurs contemporaneous to revenue recognition. A variance in timing of the billings may result in a contract asset or a contract liability. A contract asset occurs when revenues are recognized under the cost-to-cost measure of progress, which exceeds amounts billed on uncompleted contracts. Such amounts will be billed as standard contract terms allow, usually based on various measures of performance or achievement. A contract liability occurs when there are billings in excess of revenues recognized under the cost-to-cost measure of progress on uncompleted contracts. Contract liabilities decrease as revenue is recognized from the satisfaction of the related performance obligation.
The changes in contract assets and liabilities were as follows:
September 30, 2026December 31, 2025Change
(In thousands)
Contract assets$149,395 $77,528 $71,867 
Contract liabilities(27,730)(33,773)6,043 
Net contract assets
$121,665 $43,755 $77,910 

September 30, 2025December 31, 2024Change
(In thousands)
Contract assets1
$67,886 $31,283 $36,603 
Contract liabilities1
(42,837)(42,126)(711)
Net contract assets (liabilities)$25,049 $(10,843)$35,892 
1.Following the issuance of the FASB Staff Educational Paper on Topic 606: Presentation and Disclosure of Retainage for Construction Contractors, we have reclassed retention receivables on a contract-by-contract basis from accounts receivable to contract assets and liabilities. The change in presentation was on a prospective basis beginning with balances as of December 31, 2025
We recognized $2.7 million and $31.1 million in revenue for the three and nine months ended September 30, 2026, respectively, which was previously included in contract liabilities at December 31, 2025. The change in the contract assets balance between December 31, 2025 and September 30, 2026 is a result of acquisitions and an increase in contracting services activity. We recognized $2.0 million and $39.9 million in revenue for the three and nine months ended September 30, 2025, respectively, which was previously included in contract liabilities at December 31, 2024.
We recognized a net increase in revenues of $7.7 million and $8.7 million for the three and nine months ended September 30, 2026, respectively, from performance obligations satisfied in prior periods. We recognized a net increase in revenues of $11.8 million and $24.1 million for the three and nine months ended September 30, 2025, respectively, from performance obligations satisfied in prior periods.
15
Remaining performance obligations
The remaining performance obligations, also referred to as backlog, include unrecognized revenues that we reasonably expect to be realized. These unrecognized revenues can include: projects that have a written award, a letter of intent, a notice to proceed, an agreed upon work order to perform work on mutually accepted terms and conditions, and change orders or claims to the extent management believes additional contract revenues will be earned and are deemed probable of collection. The majority of our contracts for contracting services have an original duration of less than one year.
At September 30, 2026, our remaining performance obligations were $857.2 million. We expect to recognize the following revenue amounts in future periods related to these remaining performance obligations: $691.1 million within the next 12 months or less; $94.6 million within the next 13 to 24 months; and $71.5 million in 25 months or more.
Note 10 - Acquisitions and Dispositions
Acquisitions
The following acquisitions were accounted for as business combinations in accordance with ASC 805 - Business Combinations. The results of the business combinations have been included in the Company's Consolidated Financial Statements beginning on the acquisition dates. Pro forma financial amounts reflecting the effects of the business combinations are not presented, as none of these business combinations, individually or in the aggregate, were material to our financial position or results of operations.
Acquisitions are also subject to customary adjustments based on, among other things, the amount of cash, debt and working capital in the business as of the closing date. The amounts included in the Consolidated Balance Sheets for these adjustments are considered provisional until final settlement has occurred.
The fair values of assets acquired and liabilities assumed are considered provisional until final fair values are determined during the measurement period. We expect to record adjustments as we accumulate the information needed to estimate the fair value of assets acquired and liabilities assumed, including working capital balances, estimated fair value of identifiable intangible assets, property, plant and equipment, total consideration and goodwill. We will utilize market and cost approaches to estimate the fair value of the property, plant and equipment, excluding aggregates reserves. The fair value of aggregates reserves and intangible assets are determined using the income approach. All estimates, key assumptions, and forecasts were either provided by or reviewed by management. We have engaged third-party valuation firms to assist in the analysis and valuation of certain assets. While we chose to utilize third-party valuation firms, the fair value analysis and related valuations represent the conclusions of management and not the conclusions or statements of any third party.
The excess of the total purchase price over the fair value of assets acquired and liabilities assumed has been allocated to goodwill. We believe that the goodwill relates to several factors, including potential synergies related to market opportunities for multiple product offerings and economies of scale expected from combining our operations with the businesses acquired.
During the first nine months of 2026, we completed the following four acquisitions:

•Two aggregates-based operations in Montana; one operation consists of a ready-mix concrete business supported by owned aggregate reserves, while the other includes owned aggregates reserves, ready-mix operations and precast concrete manufacturing capabilities. The results of these acquisitions are included in the Mountain segment. Purchase accounting was finalized in the second quarter of 2026.
•An aggregates-based company in Utah that consists of owned aggregates reserves, asphalt production and contracting services; this acquisition expanded our footprint into a new state. The results of this company are included in the Mountain segment. The fair values of the assets acquired and liabilities assumed were provisional as of September 30, 2026.
•An aggregates-based, vertically integrated supplier of aggregates, asphalt, contracting and paving services in Oregon, expanding our services in Southwest Oregon. The results of this acquisition are included in the West segment and resulted in a bargain purchase gain of $235,000. Purchase accounting was finalized in the second quarter of 2026.
The aggregated purchase consideration for these four acquisitions was $184.4 million, net of cash assumed, and subject to post-closing adjustments. These acquisitions were not considered material separately or in the aggregate. The acquisitions resulted in the recognition of $11.1 million of current assets; $119.4 million of assets in property, plant and equipment; $65.1 million of goodwill; $4.2 million of intangible assets, which is all customer relationships; $8.2 million of deferred income tax liability; $6.3 million of current liabilities; and $880,000 of noncurrent liabilities - other. During the second quarter of 2026, we recorded an increase to goodwill of $11.7 million, primarily as a result of revised fair value amounts for property, plant and equipment.
Revenue attributable to the acquisitions completed in 2026 included in our Consolidated Statement of Operations for the three and nine months ended September 30, 2026 was $27.9 million and $55.5 million, respectively, and net income of $1.8 million and $210,000, respectively.
16
During 2025, we completed five acquisitions with an aggregated purchase price of $622.2 million. As of June 30, 2026, the purchase accounting was complete on all of the acquisitions and no material adjustments were needed. During the first half of 2026, we recorded a reduction to goodwill of $780,000, related to an increase of $3.0 million in intangibles and a decrease of $2.2 million in property, plant and equipment for acquisitions completed in 2025. In the third quarter of 2026, we paid $1.3 million towards a holdback liability related to a 2025 acquisition.
For the three months ended September 30, 2026 and 2025, we incurred acquisition-related costs on completed and other potential acquisitions of $1.6 million and $1.1 million, respectively. For the nine months ended September 30, 2026 and 2025, we incurred acquisition-related costs on completed and other potential acquisitions of $5.1 million and $8.0 million, respectively. These costs are included in our Corporate Services in selling, general and administrative expenses on the Consolidated Statement of Operations.
Dispositions
On March 7, 2025, we sold four ready-mix plant operations for total proceeds of $14.5 million. The ready-mix plant operations were acquired by us as part of the Strata acquisition and subsequently sold to a third-party. The ready-mix plants were included in assets held for sale on the opening balance sheet for Strata at the time of the acquisition.
Note 11 - Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill were as follows:
Balance at January 1, 2026Goodwill Acquired During the YearMeasurement Period AdjustmentsBalance at September 30, 2026
(In thousands)
West$137,575 $— $306 $137,881 
Mountain26,816 54,205 10,903 91,924 
Central323,903 — (1,086)322,817 
Energy Services31,374 — — 31,374 
Total$519,668 $54,205 $10,123 $583,996 
Balance at January 1, 2025Goodwill Acquired During the YearMeasurement Period AdjustmentsBalance at September 30, 2025
(In thousands)
West$123,674 $11,904 $819 $136,397 
Mountain26,816 — — 26,816 
Central115,322 172,492 (13,020)274,794 
Energy Services31,413 — (39)31,374 
Total$297,225 $184,396 $(12,240)$469,381 
Balance at January 1, 2025Goodwill Acquired During the YearMeasurement Period AdjustmentsBalance at December 31, 2025
(In thousands)
West$123,674 $11,904 $1,997 $137,575 
Mountain26,816 — — 26,816 
Central115,322 212,962 (4,381)323,903 
Energy Services31,413 — (39)31,374 
Total$297,225 $224,866 $(2,423)$519,668 
17
Other amortizable intangible assets were as follows:
September 30, 2026September 30, 2025December 31, 2025
(In thousands)
Customer relationships$36,030 $32,503 $34,699 
Less accumulated amortization19,785 14,866 15,789 
16,245 17,637 18,910 
Noncompete agreements2,655 3,107 3,107 
Less accumulated amortization2,567 2,850 2,904 
88 257 203 
Tradename
7,470 7,470 7,470 
Less accumulated amortization1,432 685 871 
6,038 6,785 6,599 
Backlog
3,390 9,290 10,395 
Less accumulated amortization
410 6,202 9,052 
2,980 3,088 1,343 
Other6,200 5,968 5,968 
Less accumulated amortization450 317 343 
5,750 5,651 5,625 
Total$31,101 $33,418 $32,680 
The previous tables include goodwill and intangible assets associated with the business combinations completed in 2026 and 2025. For more information related to these business combinations, see Note 10.
Amortization expense for amortizable intangible assets for the three and nine months ended September 30, 2026, was $2.6 million and $9.0 million, respectively. Amortization expense for amortizable intangible assets for the three and nine months ended September 30, 2025, was $4.7 million and $10.8 million, respectively. Estimated amortization expense for identifiable intangible assets as of September 30, 2026, was:
Remainder of 20262027202820292030Thereafter
(In thousands)
Amortization expense$2,135 $4,682 $3,930 $3,325 $2,506 $14,523 
Note 12 - Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The fair value guidance establishes a hierarchy for grouping assets and liabilities, based on the significance of inputs. The estimated fair values of the assets and liabilities measured on a recurring basis are determined using the market approach.
Financial instruments measured at fair value on a recurring basis
We measure our investments in certain fixed-income and equity securities at fair value with changes in fair value recognized in income. We anticipate using these investments, which consist of insurance contracts, to satisfy our obligations under our unfunded, nonqualified defined benefit and defined contribution plans for our executive officers and certain key management employees, and invest in these fixed-income and equity securities for the purpose of earning investment returns and capital appreciation. These investments, which totaled $38.1 million, $33.4 million and $34.0 million at September 30, 2026 and 2025, and December 31, 2025, respectively, are classified as investments on the Consolidated Balance Sheets. The net unrealized loss on these investments was $992,000 for the three months ended September 30, 2026 and the net unrealized gain on these investments was $1.4 million for the nine months ended September 30, 2026. The net unrealized gains on these investments were $1.1 million and $2.2 million for the three and nine months ended September 30, 2025, respectively. The change in fair value, which is considered part of the cost of the plan, is classified in other income on the Consolidated Statements of Operations.
18
The Company's assets measured at fair value on a recurring basis were as follows:
Fair Value Measurements at September 30, 2026, Using
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)		Significant
Other
Observable
Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)		Balance at September 30, 2026
(In thousands)
Assets:
Money market funds$— $2,754 $— $2,754 
Insurance contracts
— 38,085 — 38,085 
Total assets measured at fair value$— $40,839 $— $40,839 
Fair Value Measurements at September 30, 2025, Using
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)		Significant
Other
Observable
Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)		Balance at September 30, 2025
(In thousands)
Assets:
Money market funds$— $2,747 $— $2,747 
Insurance contracts
— 33,428 — 33,428 
Total assets measured at fair value$— $36,175 $— $36,175 
Fair Value Measurements at December 31, 2025, Using
Quoted Prices in
Active Markets
for Identical
Assets
 (Level 1)		Significant
Other
Observable
Inputs
(Level 2)		Significant
Unobservable
Inputs
 (Level 3)		Balance at December 31, 2025
(In thousands)
Assets:
Money market funds$— $2,775 $— $2,775 
Insurance contracts
— 33,982 — 33,982 
Total assets measured at fair value$— $36,757 $— $36,757 
Our Level 2 money market funds are valued at the net asset value of shares held at the end of the period, based on published market quotations on active markets, or using other known sources including pricing from outside sources. The estimated fair value of the Level 2 insurance contracts is based on contractual cash surrender values that are determined primarily by investments in managed separate accounts of the insurer. These amounts approximate fair value. The managed separate accounts are valued based on other observable inputs or corroborated market data.
Though we believe the methods used to estimate fair value are consistent with those used by other market participants, the use of other methods or assumptions could result in a different estimate of fair value.
Nonfinancial instruments measured at fair value on a nonrecurring basis
We apply the provisions of the fair value measurement standard to our nonrecurring, non-financial measurements, including long-lived asset impairments. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. We review the carrying value of our long-lived assets, excluding goodwill, whenever events or changes in circumstances indicate that such carrying amounts may not be recoverable.
The assets and liabilities of the acquisitions that occurred through September 30, 2026 and 2025 were calculated using a market or cost approach. The fair value of some of the assets was determined based on Level 3 inputs including estimated future cash flows, discount rates, growth rates and sales projections, all of which require significant management judgment. For more information on these Level 2 and 3 fair value measurements, see Note 10.
19
Our long-term debt is not measured at fair value on the Consolidated Balance Sheets and the fair value is being provided for disclosure purposes only. The fair value was categorized as Level 2 in the fair value hierarchy and was based on discounted cash flows using current market interest rates. The estimated fair value of our Level 2 long-term debt was as follows:
September 30, 2026September 30, 2025December 31, 2025
(In thousands)
Carrying amount$1,570,307 $1,204,073 $1,181,142 
Fair value$1,574,326 $1,226,500 $1,202,247 
The carrying amounts of our remaining financial instruments included in current assets and current liabilities approximate their fair values.
Note 13 - Debt
Certain debt instruments of ours contain restrictive covenants and cross-default provisions. In order to borrow under the debt agreements, we must be in compliance with the applicable covenants and certain other conditions, all of which management believes we, as applicable, were in compliance with at September 30, 2026. In the event we do not comply with the applicable covenants and other conditions, alternative sources of funding may need to be pursued.
On May 15, 2026, we entered into a second amendment to our secured credit agreement, increasing our Term Loan B by an aggregate principal amount of $400.0 million and reducing the interest rate margin by 0.25%. After the second amendment, the aggregate principal amount of the Term Loan B outstanding was $895.0 million. Our Term Loan B has a Secured Overnight Financing Rate based interest rate and a mandatory annual amortization of $9.0 million.
Long-term Debt Outstanding Long-term debt outstanding was as follows:
Weighted
Average
Interest
Rate at
September 30, 2026
September 30, 2026September 30, 2025December 31, 2025
(In thousands)
Term loan A agreement due on March 7, 2030
6.08 %$254,763 $261,379 $259,725 
Term loan B agreement due on March 8, 2032
5.49 %890,524 497,500 496,250 
Revolving credit agreement8.00 %— 20,000 — 
Senior notes due on May 1, 2031
7.75 %425,000 425,000 425,000 
Other notes due on January 1, 2061
— %20 194 167 
Less unamortized debt issuance costs17,056 16,325 15,604 
Total long-term debt1,553,251 1,187,748 1,165,538 
Less current maturities18,876 11,780 11,708 
Net long-term debt$1,534,375 $1,175,968 $1,153,830 
Schedule of Debt Maturities Long-term debt maturities, which excludes unamortized debt issuance costs, at September 30, 2026, were as follows:
Remainder of
2026
2027202820292030Thereafter
(In thousands)
Long-term debt maturities$3,892 $20,550 $22,184 $27,147 $219,046 $1,277,488 
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Note 14 - Cash Flow Information
Cash expenditures for interest and income taxes were as follows:
Nine Months Ended
September 30,
20262025
(In thousands)
Interest paid, net
$53,915 $49,795 
Income taxes paid, net$12,383 $22,941 
Noncash investing and financing transactions were as follows:
Nine Months Ended
September 30,
20262025
(In thousands)
Property, plant and equipment additions in accounts payable$10,784 $7,155 
Right-of-use assets obtained in exchange for new operating lease liabilities
$10,435 $12,367 
Accrual for holdback payment related to a business combination
$4,462 $5,379 
Note 15 - Business Segment Data
We focus on the vertical integration of our products and services by offering customers a single source for construction materials and related contracting services. We operate in 15 states across the United States through our four operating segments: West, Mountain, Central and Energy Services, each of which is also a reportable segment. Each segment’s performance is evaluated based on segment results without allocating corporate expenses, which include corporate costs associated with accounting, legal, treasury, business development, information technology, human resources, and other corporate expenses that support the operating segments.
Three of our reportable segments are aligned by key geographic areas due to the production of construction materials and related contracting services and one is based on product line. Each segment is led by a segment manager who reports to our chief operating officer, who is also our chief operating decision maker, along with the chief executive officer. Our chief operating decision maker uses EBITDA to evaluate the performance of the segments, perform analytical comparisons to budget and uses historical and projected EBITDA to allocate resources, including capital allocations.
Each geographic segment offers a vertically integrated suite of products and services, including aggregates, ready-mix concrete, asphalt and contracting services, while the Energy Services segment produces and supplies liquid asphalt, primarily for use in asphalt road construction, and is a supplier to some of the other segments. Each geographic segment mines, processes and sells construction aggregates (crushed stone and sand and gravel); produces and sells asphalt; and produces and sells ready-mix concrete as well as vertically integrating its contracting services to support the aggregates-based product lines including heavy-civil construction, asphalt and concrete paving, and site development and grading. Although not common to all locations, the geographic segments also sell cement, merchandise and other building materials and related services.
Corporate Services represents the unallocated costs of certain corporate functions, such as accounting, legal, treasury, business development, information technology, human resources and other corporate expenses that support the operating segments. Corporate Services also includes an immaterial amount of external revenue from the Knife River Training Center. We account for intersegment sales and transfers as if the sales or transfers were to third parties. The accounting policies applicable to each segment are consistent with those used in the consolidated financial statements.
The information that follows uses the same accounting policies as described in the audited financial statements and notes included in the Company's 2025 Annual Report. Information on our segments was as follows:
21
Three Months Ended September 30, 2026Three Months Ended September 30, 2025
WestMountainCentralEnergy ServicesTotalWestMountainCentralEnergy ServicesTotal
(In thousands)
Revenues from external customers$364,618 $308,056 $458,225 $144,655 $1,275,554 $395,552 $229,670 $434,327 $144,004 $1,203,553 
Intersegment revenues1,167 — 3,783 23,763 28,713 482 141 22 25,208 25,853 
Total segment revenue365,785 308,056 462,008 168,418 1,304,267 396,034 229,811 434,349 169,212 1,229,406 
Other revenues1
72 228 
Less: Elimination of intersegment revenue28,738 25,917 
Total consolidated revenue$1,275,601 $1,203,717 
Cost of revenue excluding depreciation, depletion and amortization251,406 240,452 340,150 132,498 282,478 171,640 317,012 126,212 
Selling, general and administrative expenses excluding depreciation, depletion and amortization22,490 11,782 19,770 3,454 21,413 7,557 17,729 3,405 
Other segment items2
(534)(12)16 (25)(274)89 119 54 
Total segment EBITDA$91,355 $55,810 $102,104 $32,441 $281,710 $91,869 $50,703 $99,727 $39,649 $281,948 
Consolidated income before income taxes$188,647 $193,396 
Plus:
Depreciation, depletion and amortization55,642 53,473 
Interest expense, net3
23,945 22,369 
Less unallocated amounts:
Other corporate revenue47 163 
Other corporate expenses(13,523)(12,873)
Total segment EBITDA$281,710 $281,948 
1 Other revenues is comprised of revenue included within our corporate services.
2 Other segment items is comprised of other income (expense) items on the income statement.
3 Interest expense, net is interest expense net of interest income.
22
Nine Months Ended September 30, 2026Nine Months Ended September 30, 2025
WestMountainCentralEnergy ServicesTotalWestMountainCentralEnergy ServicesTotal
(In thousands)
Revenues from external customers$865,124 $625,777 $884,787 $248,149 $2,623,837 $920,766 $471,785 $757,231 $240,696 $2,390,478 
Intersegment revenues2,816 — 3,999 43,768 50,583 961 141 164 39,840 41,106 
Total segment revenue867,940 625,777 888,786 291,917 2,674,420 921,727 471,926 757,395 280,536 2,431,584 
Other revenues1
1,028 1,095 
Less: Elimination of intersegment revenue51,129 41,731 
Total consolidated revenue$2,624,319 $2,390,948 
Cost of revenue excluding depreciation, depletion and amortization636,242 512,011 693,818 233,333 682,126 381,570 586,487 221,090 
Selling, general and administrative expenses excluding depreciation, depletion and amortization68,231 35,287 66,701 11,035 64,881 25,213 51,513 10,623 
Other segment items2
(678)135 602 99 2,832 202 438 104 
Total segment EBITDA$162,789 $78,614 $128,869 $47,648 $417,920 $177,552 $65,345 $119,833 $48,927 $411,657 
Consolidated income before income taxes$140,885 $167,995 
Plus:
Depreciation, depletion and amortization164,149 142,439 
Interest expense, net3
68,026 57,038 
Less unallocated amounts:
Other corporate revenue482 470 
Other corporate expenses(45,342)(44,655)
Total segment EBITDA$417,920 $411,657 
Capital expenditures$46,533 $40,389 $103,490 $7,868 $198,280 $151,553 $33,270 $83,510 $5,954 $274,287 
Assets$1,614,661 $674,093 $1,507,632 $280,712 $4,077,098 $1,590,257 $422,227 $1,363,097 $284,233 $3,659,814 
Other assets6,038,287 5,281,180 
Elimination of intercompany receivables and investment in subsidiaries5,828,904 5,237,677 
Total consolidated assets$4,286,481 $3,703,317 
1 Other revenues is comprised of revenue included within our corporate services.
2 Other segment items is comprised of other income (expense) items on the income statement.
3 Interest expense, net is interest expense net of interest income.
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Note 16 - Commitments and Contingencies
We are party to claims and lawsuits arising out of our business and that of our consolidated subsidiaries, which may include, but are not limited to, matters involving property damage, personal injury, and environmental, contractual and statutory obligations. We accrue a liability for those contingencies when the incurrence of a loss is probable, and the amount can be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. We do not accrue liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated or when the liability is believed to be only reasonably possible or remote. For contingencies where an unfavorable outcome is probable or reasonably possible and which are material, we disclose the nature of the contingency and, in some circumstances, an estimate of the possible loss. Accruals are based on the best information available, but in certain situations management is unable to estimate an amount or range of a reasonably possible loss, including, but not limited to, when: (1) the damages are unsubstantiated or indeterminate, (2) the proceedings are in the early stages, (3) numerous parties are involved, or (4) the matter involves novel or unsettled legal theories.
At September 30, 2026 and 2025, and December 31, 2025, we accrued contingent liabilities as a result of litigation, which have not been discounted, of $3.1 million, $3.3 million and $3.3 million, respectively. At September 30, 2026 and 2025, and December 31, 2025, there were no corresponding insurance receivables recorded. The accruals are for contingencies, including litigation and environmental matters. Most of these claims and lawsuits are covered by insurance, thus our exposure is typically limited to our deductible amount. We will continue to monitor each matter and adjust accruals as might be warranted based on new information and further developments. Management believes that the outcomes with respect to probable and reasonably possible losses in excess of the amounts accrued, net of insurance recoveries, while uncertain, either cannot be estimated or will not have a material effect upon our financial position, results of operations or cash flows. Unless otherwise required by GAAP, legal costs are expensed as they are incurred.
Environmental matters
Prineville, Oregon: In July 2026, three lawsuits titled McCormick v. Knife River Corp., Case No. 26 CV 35046, Thompson v. Knife River Corp., Case No. 26 CV 35556, and Zednik v. Knife River Corp., Case No. 26 CV 35823, respectively, were filed in the Multnomah County Circuit Court against the Company. On August 7, 2026, the Company filed answers in each case and subsequently removed each case to the United States District Court for the District of Oregon. On November 2, 2026, the plaintiffs in Zednik filed an amended complaint naming additional plaintiffs. In each complaint, the plaintiffs allege claims for negligence, negligence per se, trespass, trespass to chattels, private nuisance, and public nuisance in connection with claims of elevated levels of metals in their well water allegedly caused by mining activities at our Woodward Site near Prineville, Oregon. The plaintiffs have alleged personal injury and property damages and seek compensation in the form of economic and non-economic damages, and the Zednik plaintiffs also seek punitive damages.
We are vigorously defending these actions in all respects. Given the early stage of the litigation, we are not in a position to assess the likelihood of any potential loss or adverse effect on our financial condition or to estimate the amount or range of potential loss, if any, from these actions at this time.
Portland, Oregon: Knife River Corporation - Northwest is a party to claims for the cleanup of a superfund site in Portland, Oregon. There were no material changes to the environmental matters that were previously reported in the audited financial statements and notes included in our 2025 Annual Report.
Guarantees
We have outstanding obligations to third parties where we have guaranteed our performance. These guarantees are related to contracts for contracting services and certain other guarantees. At September 30, 2026, the fixed maximum amounts guaranteed under these agreements aggregated to $11.5 million, all of which have no scheduled maturity date. Certain of the guarantees also have no fixed maximum amounts specified. There were no amounts outstanding under the previously mentioned guarantees at September 30, 2026.
We have outstanding letters of credit to third parties related to insurance policies and other agreements. At September 30, 2026, the fixed maximum amounts guaranteed under these letters of credit aggregated to $51.9 million. At September 30, 2026, the amounts of scheduled expiration of the maximum amounts guaranteed under these letters of credit aggregate to $50,000 in 2026, $51.6 million in 2027, and $175,000 in 2028. There were no amounts outstanding under the previously mentioned letters of credit at September 30, 2026.
In the normal course of business, we have surety bonds related to contracts for contracting services, reclamation obligations and insurance policies of our subsidiaries. In the event a subsidiary of Knife River does not fulfill a bonded obligation, we would be responsible to the surety bond company for completion of the bonded contract or obligation. A large portion of the surety bonds are expected to expire within the next 12 months; however, we will likely continue to enter into surety bonds for our subsidiaries in the future. At September 30, 2026, approximately $765.8 million of surety bonds were outstanding, which were not reflected on the Consolidated Balance Sheet.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The information in this quarterly report on Form 10-Q highlights the key growth strategies, projections and certain assumptions for the Company and its subsidiaries. Many of these highlighted statements and other statements not historical in nature are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"). Forward-looking statements are generally identified with words like “believe,” “expect,” “target,” “project,” “may,” “could,” “would,” “approximately,” “possible,” “will,” “should,” “intend,” “plan,” “anticipate,” “commit,” "confident," “estimate,” “potential,” “ambitions,” “outlook,” or “continue,” the negative of these words, other terms of similar meaning or the use of future dates. Although the Company believes that its expectations are expressed in good faith and based on reasonable assumptions, there is no assurance the Company’s statements with respect to its EDGE and Sharper EDGE initiatives and the benefits thereof, our ability to drive long-term profitable growth, shareholder value creation, near-term market dynamics, expected long-term goals, expected backlog margin, acquisitions, financing plans, expected federal and state funding for infrastructure or other proposed strategies will be achieved.

New factors emerge from time to time, and it is not possible for management to predict all the factors, nor can it assess the effect of each factor on the Company's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. All forward-looking statements, whether written or oral and whether made by or on behalf of the Company, are expressly qualified by the risk factors and cautionary statements reported in the section entitled “Item 1A. Risk Factors” in Part I of the Company's 2025 Annual Report on Form 10-K (Annual Report), filed with the United States Securities and Exchange Commission (the “SEC”) on February 20, 2026, and subsequent filings with the SEC.

All forward-looking statements in this quarterly report on Form 10-Q are expressly qualified by such cautionary statements and by reference to the underlying assumptions. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made. Except as required by law, the Company does not undertake to update forward-looking statements, whether as a result of new information, future events or otherwise.
Company Overview
At Knife River, we are a people-first construction materials and contracting services company. We provide construction materials and contracting services to build safe roads, bridges, airport runways and other critical infrastructure needs that connect people with where they want to go and with the supplies they need. We also champion a positive workplace culture by focusing on safety, training, compensation and work-life balance.
We are one of the leading providers of crushed stone and sand and gravel in the United States and operate through four reportable segments across 15 states: West, Mountain, Central and Energy Services. The geographic segments primarily provide aggregates, asphalt and ready-mix concrete, as well as related contracting services such as heavy-civil construction, asphalt paving, concrete construction, site development and grading. The Energy Services segment produces and supplies liquid asphalt and related services, primarily for use in asphalt road construction.
As an aggregates-based construction materials and contracting services company, we have 1.3 billion tons of aggregate reserves supporting our vertically integrated business strategy. About 35 percent of these aggregates are used internally to support value-added downstream products like ready-mix concrete and asphalt, as well as contracting services such as heavy-civil construction, asphalt paving, concrete construction, bridges and in some segments the manufacturing of prestressed concrete products. Our strategically located aggregate sites and associated asphalt and ready-mix plants near mid-sized, higher-growth markets offer transportation advantages, enabling competitive pricing and higher margins. We serve both public and private markets, with public projects making up most of our work and providing stability through economic cycles, which helps offset the cyclical nature of the private markets.
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We provide various products and services and operate a variety of facility types, including aggregates quarries and mines, ready-mix concrete plants, asphalt plants and distribution facilities, in the following states:
•West: Alaska, California, Hawaii, Oregon and Washington
•Mountain: Idaho, Montana, Utah and Wyoming
•Central: Iowa, Minnesota, North Dakota, South Dakota and Texas
•Energy Services: California, Iowa, Nebraska, Oregon, South Dakota, Texas, Washington and Wyoming
The following table presents a summary of products and services provided, as well as modes of transporting those products:
Products and ServicesModes of Transportation
Precast/
Ready-MixConstructionPrestressedLiquidHeavy
AggregatesAsphaltConcreteServicesConcreteAsphaltCementEquipmentTruckingRailBarge
WestXXXXXXXXXX
MountainXXXXXXX
CentralXXXXXXXX
Energy ServicesXXX
Market Conditions and Outlook
Federal and state funding remain at or near record levels for a majority of our markets with approximately 80 percent of our historical contracting services revenue each year coming from public-sector projects, enhancing stability through market cycles. For more information on factors that may negatively impact our business, see the section entitled "Item 1A. Risk Factors" in Part I of the Company's 2025 Annual Report.
Backlog. Our contracting services backlog was as follows:
September 30, 2026September 30, 2025December 31, 2025
(In millions)
West$167.3 $257.5 $203.6 
Mountain336.0 386.0 395.7 
Central353.9 351.1 432.8 
$857.2 $994.6 $1,032.1 
Expected margins on backlog at September 30, 2026, were lower compared to the expected margins on backlog at September 30, 2025. Of the $857 million of backlog at September 30, 2026, we expect to complete approximately $691 million in the 12 months following September 30, 2026. Approximately 82 percent of our backlog at September 30, 2026, is related to publicly funded projects, including street and highway construction projects, which are driven primarily by public works projects for state departments of transportation (DOT). While there continues to be infrastructure development, as discussed in the following section on Public Funding, there were fewer bidding opportunities in certain markets for the quarter compared to the same period last year.
Period-over-period increases or decreases in backlog may not be indicative of future revenues, margins, net income or earnings before interest, taxes, depreciation, depletion and amortization (EBITDA). See the section entitled “Item 1A. Risk Factors” in Part I of the Company's 2025 Annual Report for a list of factors that can cause revenues to be realized in periods and at levels that are different from originally projected.
Public Funding. Funding for public projects is dependent on federal and state funding, such as appropriations to the Federal Highway Administration. Federal surface transportation programs authorized under the Infrastructure Investment and Jobs Act (IIJA) have been extended through December 11, 2026, providing additional time for Congress to consider a long-term reauthorization. The bipartisan BUILD America 250 Act, a proposed five-year surface transportation reauthorization bill, continues to advance through the legislative process. There is also a significant portion of previously authorized IIJA funding remaining to be spent. As of September 2026, approximately 32 percent of IIJA formula funding had yet to be spent in our 15 state operating market, providing continued support for state DOT programs into 2027. While each market is unique, the DOT budgets in most of the states where we operate remain at or near record levels.
In 2025, the American Society of Civil Engineers published its 2025 Report Card for America's Infrastructure, assigning the United States roads a "D+" grade and estimating that between 2024 and 2033, the country will require more funding than what is currently authorized. It is estimated that a total of $2.2 trillion in funding will be needed for our roadway systems to reach a state of good repair during that time period.
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Profitability. The management team consistently monitors profit margins and has adopted a proactive approach in supporting long-term profitability objectives and creating shareholder value. In 2023, we launched our EDGE initiatives and established specialized teams to deliver training, support higher-margin bidding opportunities across regions and pursue targeted growth opportunities. Building on the progress of these initiatives, which continue, we launched Sharper EDGE, a program of targeted improvement opportunities across three areas: Operational Excellence, Commercial Excellence and Organizational Excellence. We have begun implementing these initiatives and expect to ramp the program over the next three years.
We are experiencing downward pressure on our margins in certain markets due to competitive market dynamics and fluctuations in the prices of raw materials, including diesel fuel, gasoline, natural gas, liquid asphalt, cement and steel. We are experiencing competitive market dynamics, primarily within contracting services, which is resulting in projects being more competitively bid and in turn compressing our contracting services margins.
To counteract the effects of raw material price fluctuations, we have utilized various mitigating strategies, such as dynamic pricing; energy escalation clauses in our contracting services contracts; securing materials in advance including the prepurchasing of diesel; fuel surcharges and pursuing other cost-saving measures. Energy escalation adjustments within contracting services are often subject to a recognition delay of a few months and are not reflected immediately in our results of operations. Our teams have had success with these mitigating controls, however, our results of operations were still impacted by ongoing escalated fuel prices, largely as a result of the timing of contract billings. We will continue to monitor the effects these economic conditions have on our business.
Pursuing our strategic growth goals through targeted acquisitions is expected to drive an increase in selling, general and administrative expenses on a year-over-year basis. In the initial year of an acquisition, additional payroll-related costs associated with the acquired company, third-party consulting commitments, and newly recognized intangible assets contributing to elevated amortization expense are all anticipated. Upon complete integration of the acquired entities, operational synergies with our existing business can be realized, generating cost efficiencies.
Growth. Our management team continues to evaluate growth opportunities, both through organic growth and acquisitions they believe will generate shareholder value. Our business development team is focused on our growth with materials-led businesses in mid-size, higher growth markets, and has several targets at various stages of completion in our acquisition pipeline.
During 2026, we finalized three aggregates-based acquisitions within the Mountain region and one in the West region. Two of these transactions broaden our presence in Montana, enhancing our ability to supply aggregates and ready-mix concrete to the expanding market in western Montana. The acquisition in the West expands our footprint in the Southwest Oregon market. Additionally, the acquisition of Morgan Asphalt marked our entry into the Utah market. This acquisition included aggregate crushing and production operations with reserves projected to last over 30 years, an asphalt manufacturing facility and a range of contracting services such as asphalt paving, excavation and grading, serving both public and private sector customers.
In addition, we continue to invest in multiple organic projects, including an aggregate expansion project in South Dakota and ready-mix operations in Idaho, Minnesota and Texas. The aggregate expansion project will increase our production capabilities in the Sioux Falls market and is scheduled to be operational in 2027. Further, we completed the greenfield development of ready-mix operations located in the Twin Falls, Idaho market, which became fully operational in the second quarter of 2026.
Seasonality. Our operations can be impacted by weather especially due to a large portion of our markets being geographically located in the northern part of the country. Generally, construction activity increases in the second quarter and continues throughout the year, contributing to both materials and contracting services volumes. However, an unusually wet spring or summer, or a longer winter can lead to reduced construction activity, which would also impact our aggregates and asphalt product lines.
Workforce. As a people-first company, we continually take steps to address safety, recruitment and retention of our employees. Safety is one of Knife River's core values. The fundamental tenets of our "I Choose Safety" program are that safety is a choice and that all injuries are preventable. Our team is committed to work safely every day and we continue to advance our culture of safety through engagement and empowering our team members to take action and make meaningful changes that improve their well-being and the well-being of others.
Our training and development team, based out of the Knife River Training Center, is comprised of professional instructors, who bring a wealth of knowledge and experience to the learning environment. This dedicated team has a long-standing tradition of delivering quality training programs that are both comprehensive and practical. Their expertise helps ensure that our team members receive the highest standard of education and skill development.
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Consolidated Overview
Three Months EndedNine Months Ended
September 30,September 30,
20262025% Change20262025% Change
(In millions)
Revenue$1,275.6 $1,203.7 6 %$2,624.3 $2,390.9 10 %
Cost of revenue988.0 919.4 7 %2,176.7 1,958.9 11 %
Gross profit287.6 284.3 1 %447.6 432.0 4 %
Selling, general and administrative expenses73.5 69.1 6 %238.6 211.4 13 %
Operating income214.1 215.2 (1)%209.0 220.6 (5)%
Interest expense24.7 23.0 7 %70.0 60.6 16 %
Other (expense) income(0.8)1.2 (167)%1.9 8.0 (76)%
Income before income taxes188.6 193.4 (2)%140.9 168.0 (16)%
Income tax expense50.7 50.2 1 %38.3 42.9 (11)%
Net income$137.9 $143.2 (4)%$102.6 $125.1 (18)%
EBITDA*$268.2 $269.2 — %$373.1 $367.5 2 %
Adjusted EBITDA*$271.7 $272.8 — %$379.6 $377.1 1 %
*EBITDA and Adjusted EBITDA are non-GAAP financial measures. For more information and reconciliations to the nearest GAAP measures, see the section entitled "Non-GAAP Financial Measures."
Revenue includes revenue from the sale of construction materials and contracting services. Revenue for construction materials is recognized at a point in time when delivery of the products has taken place. Contracting services revenue is recognized over time using an input method based on the cost-to-cost measure of progress on a project.
Cost of revenue includes all material, labor and overhead costs incurred in the production process for our products and services. Cost of revenue also includes depreciation, depletion and amortization attributable to the assets used in the production process.
Gross profit includes revenue less cost of revenue, as defined above, and is the difference between revenue and the cost of making a product or providing a service, before deducting selling, general and administrative expenses, income taxes and interest expense.
Selling, general and administrative expenses include the costs for estimating, bidding and business development, as well as costs related to corporate and administrative functions. Selling expenses can vary depending on the volume of projects in process and the number of employees assigned to estimating and bidding activities. Other general and administrative expenses include outside services; healthcare; information technology; depreciation and amortization; training, travel and entertainment; office supplies; allowance for expected credit losses; gains or losses on the sale of assets; and other miscellaneous expenses.
Other income includes net periodic benefit costs for our benefit plan expenses, other than service costs; interest income; realized and unrealized gains and losses on investments for our nonqualified benefit plans; earnings or losses on joint venture arrangements; gains on bargain purchases; and other miscellaneous income or expenses.
Income tax expense (benefit) consists of corporate income taxes related to our net income (loss). Income taxes are presented at the corporate services level and not at the individual segments. The effective tax rate can be affected by many factors, including changes in tax laws, regulations or rates, new interpretations of existing laws or regulations and changes to our overall levels of income (loss) before income tax.
The discussion that follows focuses on the key financial measures we use to evaluate the performance of our business, which include revenue, EBITDA and EBITDA margin. EBITDA and EBITDA margin are non-GAAP financial measures used to measure profitability by our management and chief operating decision maker. For more information and reconciliations to the nearest GAAP measures, see the section entitled "Non-GAAP Financial Measures."
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The following tables summarize our operating results.
Three Months EndedNine Months Ended
September 30,September 30,
2026202520262025
DollarsMarginDollarsMarginDollarsMarginDollarsMargin
(In millions)
Revenues by segment:
West$365.8 $396.0 $867.9$921.7
Mountain308.1 229.8 625.8471.9
Central462.0 434.4 888.8757.4
Energy Services168.4 169.2 291.9280.5
Total segment revenues1,304.3 1,229.4 2,674.42,431.5
Corporate Services and Eliminations(28.7)(25.7)(50.1)(40.6)
Consolidated revenues$1,275.6 $1,203.7 $2,624.3$2,390.9
EBITDA (a):
West$91.4 25.0 %$91.8 23.2 %$162.818.8%$177.519.3%
Mountain55.8 18.1 %50.7 22.1 %78.612.6%65.413.8%
Central102.1 22.1 %99.7 23.0 %128.914.5%119.815.8%
Energy Services32.4 19.3 %39.7 23.4 %47.616.3%48.917.4%
Total segment EBITDA (a)281.7 21.6 %281.9 22.9 %417.915.6%411.616.9%
Corporate Services and Eliminations (b)
(13.5)N.M.(12.7)N.M.(44.8)N.M.(44.1)N.M.
Consolidated EBITDA (a)
$268.2 21.0 %$269.2 22.4 %$373.114.2%$367.515.4%
(a)EBITDA, total segment EBITDA, EBITDA margin and total segment EBITDA margin are non-GAAP financial measures. For more information and a reconciliation to the nearest GAAP measure, see the section entitled "Non-GAAP Financial Measures."
(b)N.M. - not meaningful
Three Months EndedNine Months Ended
September 30,September 30,
2026202520262025
Sales (thousands):
Aggregates (tons)12,74711,61027,65724,303
Ready-mix concrete (cubic yards)1,3381,3313,2552,916
Asphalt (tons)3,3683,1115,6814,953
Average selling price:*
Aggregates (per ton)$19.59$18.78$19.81$19.15
Ready-mix concrete (per cubic yard)$201.90$196.43$200.16$197.49
Asphalt (per ton)$63.84$64.43$65.04$66.10
*The average selling price includes freight and delivery and other revenues.
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Three Months EndedNine Months Ended
September 30,September 30,
2026202520262025
DollarsMarginDollarsMarginDollarsMarginDollarsMargin
(In millions)
Revenues by product line:
Aggregates$249.7$218.1$548.0$465.4
Ready-mix concrete270.2261.4651.5575.8
Asphalt215.1200.4369.5327.4
Liquid asphalt
147.1148.8256.6246.9
Other*97.091.4227.4214.4
Contracting services604.6556.41,158.91,036.7
Internal sales(308.1)(272.8)(587.6)(475.7)
Total revenues$1,275.6$1,203.7$2,624.3$2,390.9
Gross profit by product line:
Aggregates$73.9 29.6 %$59.4 27.2 %$109.119.9%$88.018.9%
Ready-mix concrete50.0 18.5 %52.8 20.2 %104.716.1%93.916.3%
Asphalt38.9 18.1 %40.4 20.2 %54.814.8%51.515.7%
Liquid asphalt
27.9 18.9 %33.7 22.7 %41.616.2%44.518.0%
Other*45.7 47.1 %34.2 37.4 %47.420.9%38.718.1%
Contracting services51.2 8.5 %63.8 11.5 %90.07.8%115.411.1%
Total gross profit$287.622.5%$284.323.6%$447.617.1%$432.018.1%
*Other includes cement, merchandise, fabric and spreading, and other products and services that individually are not considered to be a core line of business.
Three Months Ended September 30, 2026, Compared to Three Months Ended September 30, 2025
Revenue
Revenue increased $71.9 million, led by high-single digit volume increases for aggregates and asphalt, as well as an increase in contracting services. The increase in contracting services was largely the result of more asphalt paving work, which substantially contributed to the increase in aggregate and asphalt sales volumes. Acquisitions this past year contributed to the increases across most product lines. We also continue to focus on our pricing, which contributed another $23.9 million across our legacy operations in the quarter.
Gross Profit
Gross profit improved $3.3 million, largely due to the additional aggregate volumes noted above, and increased aggregate margins as a result of price increases and reduced per-unit production costs. Partially offsetting the increase was lower margins on contracting services work due to the timing and type of projects, higher diesel fuel costs and competitive market dynamics.
Selling, general and administrative expenses
As a percentage of revenues, selling, general and administrative expense was 5.8 percent in the third quarter of 2026 compared to 5.7 percent in the third quarter of 2025. For the third quarter of 2026, we experienced higher costs, largely related to the additional costs associated with companies acquired, including additional payroll and payroll-related costs, which was offset slightly by $2.1 million lower purchase accounting-related intangible asset amortization.
Interest expense
Interest expense increased $1.7 million due primarily to higher average debt balances with the additional $400 million of borrowings under the Term Loan B amended in May of 2026, offset in part by lower average interest rates.
Other (expense) income
Other income decreased $2.0 million due to decreased investment returns on our nonqualified defined benefit plans.
Income tax expense
Income tax expense increased $500,000, due to a slightly higher effective tax rate. Our effective tax rate for the third quarters of 2026 and 2025 was 26.9 percent and 26.0 percent, respectively. The increase in the effective tax rate is primarily due to a decrease in tax benefits.
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Nine Months Ended September 30, 2026, Compared to Nine Months Ended September 30, 2025
Revenue
Revenue increased $233.4 million, led by double-digit volume increases for ready-mix, aggregates and asphalt, and an increase in contracting services. The increase in contracting services work was largely the result of more asphalt paving work and an earlier start to the season, which also contributed to the increase in aggregate and asphalt sales volumes. Acquisitions this past year further contributed to the increases across most product lines. Pricing also contributed $35.3 million of increases to the period.
Gross profit
Gross profit improved $15.6 million, largely due to the additional product line volumes noted above and price increases on liquid asphalt, aggregates, ready-mix concrete and cement. Partially offsetting the increase was lower margins on contracting services work due to the timing and type of projects, competitive market dynamics and an increase in diesel fuel costs.
Selling, general and administrative expenses
As a percentage of revenues, selling, general and administrative expense was 9.1 percent for the first nine months of 2026 compared to 8.8 percent in 2025. For the first nine months of 2026, we experienced higher costs, largely related to lower gains on asset sales of $10.5 million, additional costs associated with the companies acquired, and higher payroll and payroll-related costs. These costs were offset in part by lower purchase accounting-related intangible asset amortization.
Interest expense
Interest expense increased $9.4 million due primarily to higher average debt balances with the additional $400 million of borrowings under the Term Loan B amended in May of 2026 and borrowings under our revolving credit facility, offset in part by lower average interest rates.
Other income
Other income decreased $6.1 million, largely due to the absence of a one-time gain of $3.5 million on the bargain purchase of an aggregate quarry operation in the West segment in the prior year. We also had a decrease in interest income of $1.6 million as a result of less cash on hand, and a decrease of $800,000 in investment returns on our nonqualified defined benefit plans.
Income tax expense
Income tax expense decreased $4.6 million, corresponding with lower income before income taxes, offset slightly by a higher effective tax rate. Our effective tax rate for the first nine months of 2026 and 2025 was 27.2 percent and 25.5 percent, respectively. The increase in the effective tax rate is primarily due to a decrease in tax benefits.
Business Segment Financial and Operating Data
A discussion of key financial data from our business segments follows. We provide segment-level information by revenue, EBITDA and EBITDA margin, as these are the measures of profitability used by our chief operating decision maker to assess operational results.
Results of Operations - West
Three Months EndedNine Months Ended
September 30,September 30,
2026 2025 % Change2026 2025 % Change
(In millions)
Revenue$365.8$396.0(8)%$867.9$921.7(6)%
EBITDA$91.4$91.8(1)%$162.8$177.5(8)%
EBITDA margin25.0 %23.2 %18.8 %19.3 %
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Three Months EndedNine Months Ended
September 30,September 30,
2026202520262025
(In millions)
Revenues:
Aggregates$99.3$91.2$244.0$222.3
Ready-mix concrete93.898.6256.0258.3
Asphalt57.261.7109.1109.1
Other*55.050.3138.9134.0
Contracting services140.4170.4306.0359.2
Internal sales(79.9)(76.2)(186.1)(161.2)
$365.8$396.0$867.9$921.7
*Other includes cement, merchandise, transportation services and other products that individually are not considered to be a core line of business for the segment.
Three Months Ended September 30, 2026, Compared to Three Months Ended September 30, 2025
Revenue decreased $30.2 million for the quarter, primarily due to less available contracting services work in Oregon and California. In addition, decreased demand in Oregon resulted in lower ready-mix volumes, which caused a $10.6 million decline in revenue. These decreases were partially offset by increased ready-mix and aggregates pricing across the segment, which resulted in an increase in revenue of $15.4 million, as well as contributions from acquisitions.
EBITDA decreased 1 percent for the quarter, driven primarily by lower revenues, as previously mentioned, and lower margin contracting services work related to competitive market dynamics and the type of work. Increased aggregate margins due to higher pricing and production cost efficiencies, along with higher ready-mix pricing, largely offset the decrease in contracting services in the quarter.
Nine Months Ended September 30, 2026, Compared to Nine Months Ended September 30, 2025
Revenue decreased $53.8 million year-over-year, primarily due to less available public agency and private contracting services work in Oregon and California. In addition, decreased demand in Oregon resulted in lower ready-mix sales volumes, which caused a $12.3 million decline in revenue. These decreases were partially offset by increased ready-mix, aggregates, and cement pricing across the segment, which resulted in an increase in revenue of $35.3 million, as well as contributions from acquisitions.
EBITDA decreased 8 percent year-over-year, primarily as a result of lower revenues previously mentioned, as well as lower margin contracting services work related to competitive market dynamics and less available work, in addition to higher production and delivery costs on ready-mix. Results were further impacted by the absence of a $3.5 million one-time gain recognized in the first quarter of 2025 due to a bargain purchase acquisition, and lower gains on asset sales of $2.4 million in the first nine months of 2026. These decreases were slightly offset by increased pricing, as previously mentioned, and higher aggregate margins as a result of higher pricing and production cost efficiencies.
Results of Operations - Mountain
Three Months EndedNine Months Ended
September 30,September 30,
20262025% Change20262025% Change
(In millions)
Revenue$308.1$229.834 %$625.8$471.933%
EBITDA$55.8$50.710 %$78.6$65.420%
EBITDA margin18.1 %22.1 %12.6 %13.8 %
32
Three Months EndedNine Months Ended
September 30,September 30,
2026202520262025
(In millions)
Revenues:
Aggregates$45.4$34.9$95.2$72.2
Ready-mix concrete46.242.1111.690.9
Asphalt63.442.2108.771.5
Other*1.2—2.4—
Contracting services221.3155.5435.5314.2
Internal sales(69.4)(44.9)(127.6)(76.9)
$308.1$229.8$625.8$471.9
*Other includes merchandise and other products that individually are not considered to be a core line of business for the segment.
Three Months Ended September 30, 2026, Compared to Three Months Ended September 30, 2025
Revenue increased $78.3 million for the quarter, primarily due to increased contracting services revenue from additional asphalt paving work. Companies acquired in the first quarter of 2026 contributed an additional $26.3 million of revenue. Additionally, higher sales volumes of aggregates, ready-mix and asphalt from our legacy operations contributed $23.5 million of increases, while improved pricing within our legacy ready-mix and aggregate operations further supported the overall increase.
EBITDA improved $5.1 million for the quarter, primarily due to higher revenues, as previously mentioned. The impact of higher revenue was partially offset by lower margin contracting services work due to the type of work and the impact of increased competition. Further, selling, general and administrative costs were $4.9 million higher, primarily related to additional overhead costs from the three companies acquired in the first quarter of 2026, as well as increased payroll-related costs.
Nine Months Ended September 30, 2026, Compared to Nine Months Ended September 30, 2025
Revenue increased $153.9 million, primarily due to favorable weather allowing for early season work, which positively impacted all product lines across the segment. Contracting services revenue in Idaho increased $70.5 million, which resulted in an associated increase in asphalt volumes. Higher pricing for aggregates and ready-mix contributed $11.3 million of additional revenue to our legacy operations. In addition, three companies acquired in the first quarter of 2026 also contributed to the growth.
EBITDA improved 20 percent year-over-year, largely due to higher revenues, as previously mentioned. Slightly offsetting the improvement was lower margin contracting services work due to the type of work and the impact of increased competition. Further, selling, general and administrative costs were $12.5 million higher, mostly related to additional overhead costs from the three acquired companies during the first quarter and increased payroll to cover administrative and labor costs.
33
Results of Operations - Central
Three Months EndedNine Months Ended
September 30,September 30,
20262025% Change20262025% Change
(In millions)
Revenue$462.0$434.46 %$888.8$757.417%
EBITDA$102.1$99.72 %$128.9$119.88%
EBITDA margin22.1 %23.0 %14.5 %15.8 %
Three Months EndedNine Months Ended
September 30,September 30,
2026202520262025
(In millions)
Revenues:
Aggregates$105.0$92.0$208.8$170.9
Ready-mix concrete130.2120.7283.9226.6
Asphalt94.596.5151.7146.8
Other*11.912.229.627.2
Contracting services242.9230.5417.4363.3
Internal sales(122.5)(117.5)(202.6)(177.4)
$462.0$434.4$888.8$757.4
*Other includes merchandise and other products that individually are not considered to be a core line of business for the segment.
Three Months Ended September 30, 2026, Compared to Three Months Ended September 30, 2025
Revenue increased $27.6 million for the quarter, primarily driven by an increase in contracting services as a result of more available public-agency work in North Dakota, which also contributed to the increase in aggregate and asphalt volumes in the state. In addition, an increase in third-party aggregate sales was supported by supplying data center projects in North Dakota and Texas. Further, contributions from the December 2025 acquisition of Texcrete led to ready-mix volumes that were more than twice as high in Texas compared to the prior year.
EBITDA improved $2.4 million, largely due to the increase in aggregates volumes as previously mentioned. EBITDA margin decreased primarily due to the geographic and end-market mix of ready-mix volumes.

Nine Months Ended September 30, 2026, Compared to Nine Months Ended September 30, 2025
Revenue increased $131.4 million, primarily driven by a $54.1 million increase in contracting services revenue as a result of more available public-agency work in North Dakota and Minnesota, as well as an increase in asphalt volumes associated with the contracting services work. In addition, contributions from the acquisition of Texcrete in December 2025 led to ready-mix volumes that were more than twice as high in Texas as the prior year. Aggregate volumes also contributed $35.2 million of additional revenue, largely related to supplying data center projects in North Dakota and Texas, as well as more available work.
EBITDA improved $9.1 million, largely the result of higher revenues as previously mentioned, as well as aggregate and asphalt production efficiencies across the product lines. Gross profit on contracting services work also improved slightly in the year due to more work. Partially offsetting the increase was the absence of gains on asset sales of $7.8 million from the prior year, primarily in Texas.
34
Results of Operations - Energy Services
Three Months EndedNine Months Ended
September 30,September 30,
20262025% Change20262025% Change
(In millions)
Revenue$168.4$169.2— %$291.9$280.54%
EBITDA$32.4$39.7(18)%$47.6$48.9(3)%
EBITDA margin19.3 %23.4 %16.3 %17.4 %
Three Months EndedNine Months Ended
September 30,September 30,
2026202520262025
(In millions)
Revenues:
Liquid Asphalt
$147.1$148.8$256.6$246.9
Other*25.425.545.142.7
Internal sales(4.1)(5.1)(9.8)(9.1)
$168.4$169.2$291.9$280.5
*Other includes fabric and spreading, burner fuels, merchandise and other products that individually are not considered to be a core line of business for the segment.
Three Months Ended September 30, 2026, Compared to Three Months Ended September 30, 2025
Revenue decreased $800,000, primarily driven by lower sales volumes in certain markets, offset in part by pricing and volume increases in California as a result of improved market opportunities.
EBITDA decreased $7.3 million, largely as a result of lower volumes as mentioned previously, and lower margins resulting from higher material input costs. These impacts were partially offset by lower railcar maintenance and other costs.
Nine Months Ended September 30, 2026, Compared to Nine Months Ended September 30, 2025
Revenue increased $11.4 million, primarily driven by pricing increases in California that resulted in $12.3 million in additional revenue due to improved market conditions. This increase was offset in part by lower volumes in other markets resulting from competitive market dynamics.
EBITDA decreased $1.3 million, primarily as a result of higher material input costs, partially offset by lower railcar maintenance and other costs.
Corporate Services and Eliminations
Corporate Services includes all expenses related to the corporate functions of our company, as well as insurance activity at our captive insurer; interest expense on a majority of our long-term debt; interest income; and unrealized gains or losses on investments for nonqualified benefit plans.
Three Months Ended September 30, 2026, Compared to Three Months Ended September 30, 2025
During the third quarter of 2026, Corporate Services contributed negative EBITDA of $13.5 million, which was comparable to the prior year, as a result of flat selling, general and administrative costs year-over-year. Unrealized losses on our nonqualified defined benefit plans compared to prior year gains and higher due diligence and integration costs related to corporate development and completed acquisitions were offset by a favorable insurance adjustment of $3.5 million in the quarter.
Nine Months Ended September 30, 2026, Compared to Nine Months Ended September 30, 2025
During the first nine months of 2026, Corporate Services contributed negative EBITDA of $44.8 million, which was comparable to the prior year, as a result of flat selling, general and administrative costs year-over-year. Lower due diligence and integration costs related to corporate development and completed acquisitions and a favorable insurance adjustment of $3.5 million, were offset by increased salaries and burden.
35
Liquidity and Capital Resources
At September 30, 2026, we had unrestricted cash and cash equivalents of $118.0 million, working capital of $872.0 million and borrowing capacity of $448.2 million on our revolving credit facility, net of our outstanding letters of credit. Working capital is calculated as current assets less current liabilities. As of September 30, 2026, we had sufficient liquid assets and borrowing capacity to meet our financial commitments, debt obligations and anticipated capital expenditures for at least the next 12 months.
On May 15, 2026, we entered into a second amendment to our secured credit agreement, increasing our Term Loan B by an aggregate principal amount of $400.0 million and reducing the interest rate margin by 0.25%. After the second amendment, the aggregate principal amount of the Term Loan B outstanding was $895.0 million.
Given the seasonality of our business, we typically experience significant fluctuations in working capital needs and balances throughout the year. Working capital requirements generally increase in the first half of the year as we build up inventory and focus on preparing our equipment, facilities and crews for our construction season. Working capital levels then decrease as the construction season winds down and we collect on receivables.
The ability to fund our cash needs will depend on the ongoing ability to generate cash from operations and obtain debt financing with competitive rates. We rely on access to capital markets as sources of liquidity for capital requirements not satisfied by cash flows from operations, particularly in the first half of the year, due to the seasonal nature of the business. Our principal uses of cash in the future will be to fund our operations, working capital needs, capital expenditures, repayment of debt, organic growth and strategic business development transactions.
Capital expenditures
We are committed to disciplined capital allocation, including reinvesting in our company to maintain fixed assets, improve operations and grow our business.
We currently estimate total 2026 capital expenditures for maintenance and improvement to be between $170 million and $200 million. For the nine months ended September 30, 2026, we spent $127.6 million, largely on the replacement of construction equipment and plant improvements.
Additionally, for the nine months ended September 30, 2026, we spent $266.7 million on growth initiatives, which consisted of $185.7 million on acquisitions and $81.0 million on aggregate expansion and greenfield projects. For the remainder of 2026, we estimate spending of $55.4 million on organic growth projects. Capital expenditures for future acquisitions and new organic growth opportunities would be incremental to our outlined capital program. It is anticipated that capital expenditures for the remainder of 2026 will be funded by various sources, including cash flows from operations and debt.
Cash flows
Nine Months Ended
September 30,
20262025
(In millions)
Net cash provided by (used in)
Operating activities$60.9 $82.6 
Investing activities(386.9)(783.0)
Financing activities379.9 500.4 
Increase (decrease) in cash, cash equivalents and restricted cash53.9 (200.0)
Cash, cash equivalents and restricted cash -- beginning of year123.4 281.1 
Cash, cash equivalents and restricted cash -- end of period$177.3 $81.1 
36
Operating activities 
Nine Months Ended
September 30,
20262025Variance
(In millions)
Components of net cash provided by operating activities:
Net income$102.6 $125.1 $(22.5)
Adjustments to reconcile net income to net cash provided by operating activities182.6 141.2 41.4 
Changes in current assets and liabilities, net of acquisitions:
Receivables(346.2)(267.5)(78.7)
Inventories(22.5)(15.3)(7.2)
Other current assets16.4 3.8 12.6 
Accounts payable97.3 72.5 24.8 
Other current liabilities30.5 16.7 13.8 
Pension and postretirement benefit plan contributions(0.4)(0.5)0.1 
Other noncurrent charges0.6 6.6 (6.0)
Net cash provided by operating activities$60.9 $82.6 $(21.7)
Cash provided by operating activities for the nine months ended September 30, 2026, decreased $21.7 million compared to the nine months ended September 30, 2025, largely related to higher working capital needs and a decrease in net income. Cash used by working capital components totaled $224.5 million for the nine months ended September 30, 2026, compared to $189.8 million for the nine months ended September 30, 2025. This increase in cash usage was primarily the result of higher working capital needs due to the increase in revenues, as discussed in Business Segment Financial and Operating Data, higher aggregate inventory balances, due in part to higher costs of aggregates inventory, and the timing of interest payments, primarily associated with the Term Loan B that was amended May 15, 2026. Partially offsetting these increases in cash usage is the timing of taxes paid and fluctuations in the timing of payments on accounts payable.
Investing activities
Nine Months Ended
September 30,
20262025Variance
(In millions)
Capital expenditures$(208.6)$(290.3)$81.7 
Acquisitions, net of cash acquired(185.7)(528.0)342.3 
Net proceeds from sale or disposition of property and other10.4 38.3 (27.9)
Investments(3.0)(3.0)— 
Net cash used in investing activities$(386.9)$(783.0)$396.1 
The decrease in cash used in investing activities for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, was primarily the result of decreased cash used for acquisition activity and aggregate reserve replacements. The decrease in cash usage was offset in part by the absence of proceeds from the sale of ready-mix operations in the Central segment in the first quarter of 2025, as discussed in Note 10, and non-strategic asset sales in both the West and Central segments.
37
Financing activities
Nine Months Ended
September 30,
20262025Variance
(In millions)
Issuance of long-term debt$400.0 $520.0 $(120.0)
Repayment of long-term debt(10.9)(5.9)(5.0)
Debt issuance costs(3.8)(11.1)7.3 
Tax withholding on stock-based compensation(5.4)(2.6)(2.8)
Net cash provided by financing activities$379.9 $500.4 $(120.5)
Cash flows provided by financing activities for the nine months ended September 30, 2026, decreased compared to the nine months ended September 30, 2025. In the second quarter of 2026, we entered into a second amendment to our secured credit agreement, increasing our Term Loan B by an aggregate principal amount of $400 million, while in 2025 we issued a $500 million Term Loan B. We had no borrowings against our revolving credit facility as of September 30, 2026.
Material cash requirements
There were no material changes in the contractual obligations from those reported in the 2025 Annual Report other than as set forth below. For more information on our contractual obligations on long-term debt, operating leases and purchase commitments, see Part II, Item 8 in the 2025 Annual Report.
Our material short-term and long-term cash requirements include repayment of third-party long-term debt and related interest payments, payments on operating lease agreements, payments of obligations on purchase commitments and asset retirement obligations.
At September 30, 2026, our long-term debt reflected an increase of approximately $389.2 million from the balance at December 31, 2025. This increase is primarily due to the second amendment to our secured credit facility increasing our Term Loan B facility by $400.0 million. The funds from the Term Loan B were used to repay borrowings under the revolving credit agreement, working capital needs and general corporate purposes.
At September 30, 2026, our total estimated interest payments over the life of our debt reflected an increase of approximately $82.8 million from the total estimated interest payments at December 31, 2025. This increase is primarily due to the amendment to our Term Loan B facility and borrowings under our revolving credit facility, as previously mentioned.
Off-Balance Sheet Arrangements
Surety Bonds and Letters of Credit
In the normal course of business, we have surety bonds and letters of credit related to contracts for contracting services, reclamation obligations and insurance policies of our subsidiaries. In the event a subsidiary of Knife River does not fulfill a bonded obligation, we would be responsible to the surety bond company or for a draw on our letter of credit for completion of the contract or obligation. A large portion of the surety bonds are expected to expire within the next 12 months; however, we will likely continue to enter into surety bonds for our subsidiaries in the future. At September 30, 2026, approximately $765.8 million of surety bonds and $51.9 million of letters of credit were outstanding, of which the letters of credit balance reduced availability under our revolving credit facility. These balances were not reflected on the Consolidated Balance Sheet.
Other than the surety bonds and letters of credit above, we did not have any off-balance sheet arrangements as of September 30, 2026.
Defined benefit pension plans
We have frozen noncontributory qualified defined benefit pension plans for certain employees. Various assumptions are used in calculating the benefit expense (income) and liability (asset) related to these plans. Costs of providing these benefits are dependent upon assumptions of future conditions and bear the risk of changing.
In August 2026, the Company's board of directors approved the termination of our qualified noncontributory defined benefit pension plans with a termination date of November 30, 2026. We expect the termination process to extend through 2028 and include participant elections, regulatory filings, and the purchase of annuity contracts for certain participants.
38
The termination is expected to reduce future administrative costs, compliance requirements and financial statement volatility associated with maintaining the plans. Upon completion of the settlement transactions, we expect to recognize previously unrecognized actuarial losses currently included in accumulated other comprehensive loss. The amount and timing of any future settlement charges have not been finalized and will depend on participant elections, annuity pricing, interest rates and other factors.
Aside from the termination, there were no material changes to our qualified noncontributory defined benefit pension plans from those reported in the 2025 Annual Report. We do not expect to make any pension plan contributions in 2026 as the plans are fully funded. For more information, see Part II, Item 8 in the 2025 Annual Report.
Non-GAAP Financial Measures
The Business Segment Financial and Operating Data includes financial information prepared in accordance with GAAP, as well as EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin, as well as total segment measures, as applicable, that are considered non-GAAP measures of financial performance. These non-GAAP financial measures are not measures of financial performance under GAAP. The items excluded from these non-GAAP financial measures are significant components in understanding and assessing financial performance. Therefore, these non-GAAP financial measures should not be considered substitutes for the applicable GAAP metric.
EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin are most directly comparable to the corresponding GAAP measures of net income (loss) and net income (loss) margin. We believe these non-GAAP financial measures, in addition to corresponding GAAP measures, are useful to investors by providing meaningful information about operational efficiency compared to our peers by excluding the impacts of differences in tax jurisdictions and structures, debt levels and capital investment. We believe Adjusted EBITDA and Adjusted EBITDA margin are useful performance measures because they allow for an effective evaluation of our operating performance by excluding unrealized gains and losses on benefit plan investments, stock-based compensation, and the impact of selling acquired inventory after markup to fair value as part of acquisition accounting as they are considered non-cash and not part of our core operations. We believe EBITDA and Adjusted EBITDA assist rating agencies and investors in comparing operating performance across operating periods on a consistent basis by excluding items management does not believe are indicative of our operating performance. Additionally, EBITDA and Adjusted EBITDA are important financial metrics for debt investors who utilize debt to EBITDA and debt to Adjusted EBITDA ratios. We believe these non-GAAP financial measures, including total segment measures, as applicable, are useful performance measures because they provide clarity as to our operational results. Our management uses these non-GAAP financial measures in conjunction with GAAP results when evaluating our operating results internally and calculating employee incentive compensation.
EBITDA is calculated by adding back income taxes, interest expense (net of interest income) and depreciation, depletion and amortization expense to net income (loss). EBITDA margin is calculated by dividing EBITDA by revenues. Adjusted EBITDA is calculated by adding back unrealized gains and losses on benefit plan investments, stock-based compensation and the impact of selling acquired inventory after markup to fair value as part of acquisition accounting to EBITDA. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by revenues. These non-GAAP financial measures are calculated the same for both the total segment and consolidated metrics and should not be considered as alternatives to, or more meaningful than, GAAP financial measures such as net income or net income margin, and are intended to be helpful supplemental financial measures for investors’ understanding of our operating performance. Our non-GAAP financial measures are not standardized; therefore, it may not be possible to compare these financial measures with other companies’ EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin measures having the same or similar names.
39
The following information reconciles segment and consolidated net income (loss) to EBITDA and Adjusted EBITDA and provides the calculation of EBITDA margin and Adjusted EBITDA margin. Interest expense, net, is net of interest income that is included in other income on the Consolidated Statements of Operations.
Three Months EndedNine Months Ended
September 30,September 30,
2026202520262025
(In millions)
Net income$137.9 $143.2 $102.6 $125.1 
Depreciation, depletion and amortization55.7 53.4 164.1 142.4 
Interest expense, net23.9 22.4 68.1 57.1 
Income taxes50.7 50.2 38.3 42.9 
EBITDA$268.2 $269.2 $373.1 $367.5 
Unrealized (gains) losses on benefit plan investments1.0 (1.1)(1.5)(2.2)
Stock-based compensation expense2.4 2.9 7.8 8.5 
Impact of selling acquired inventory after markup to fair value as part of acquisition accounting
0.1 1.8 0.2 3.3 
Adjusted EBITDA$271.7 $272.8 $379.6 $377.1 
Revenue$1,275.6 $1,203.7 $2,624.3 $2,390.9 
Net income margin10.8 %11.9 %3.9 %5.2 %
EBITDA margin21.0 %22.4 %14.2 %15.4 %
Adjusted EBITDA margin21.3 %22.7 %14.5 %15.8 %
New Accounting Standards
For information regarding new accounting standards, see Note 3, which is incorporated by reference.
Critical Accounting Estimates
Our critical accounting estimates include revenue recognized using the cost-to-cost measure of progress for contracts; fair values of acquired assets and liabilities assumed under the acquisition method of accounting; impairment testing of goodwill; and impairment testing of long-lived assets excluding goodwill. There were no material changes in our critical accounting estimates from those that were previously reported in our 2025 Annual Report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to the impact of market fluctuations associated with interest rates and commodity prices. We have policies and procedures to assist in controlling these market risks and from time to time have utilized derivatives to manage a portion of our risk.
Interest rate risk
As of September 30, 2026, we had $1.1 billion of outstanding borrowings under our Term Loan A, Term Loan B and revolving credit facility, which bear interest at a variable rate. As of September 30, 2026, the weighted-average rate in effect was 5.62 percent, therefore, a hypothetical increase of 1.00 percent to the interest rate at September 30, 2026, would increase the all-in rate to 6.62 percent, the effect of which would increase the Company's interest expense by $11.5 million over the next 12 months based on the balances outstanding for these borrowings as of September 30, 2026.
At September 30, 2026, we had no outstanding interest rate hedges.
Commodity price risk
We are subject to commodity price risk with respect to price changes in diesel fuel, liquid asphalt and cement. Our annual costs associated with diesel fuel, liquid asphalt and cement in 2026, assuming comparable volumes to 2025, would be $727.0 million. Accordingly, a hypothetical 10 percent change in the prices of these commodities could increase or decrease, respectively, our operating costs for 2026 by $72.7 million based on the average per unit cost associated with diesel fuel, liquid asphalt and cement for the nine months ended September 30, 2026. We do not use any derivative or hedging instruments to manage commodity price risk. However, we generally use price increases, escalation clauses in construction services contracts, fuel surcharges and purchase commitments to mitigate the impacts of higher costs and reduce the impact to EBITDA, although these measures may not always be sufficient to offset these increased costs.
40
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures
The term "disclosure controls and procedures" is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. The Company's disclosure controls and other procedures are designed to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. The Company's disclosure controls and other procedures are designed to provide reasonable assurance that information required to be disclosed is accumulated and communicated to management, including the Company's chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. The Company's management, with the participation of the Company's chief executive officer and chief financial officer, has evaluated the effectiveness of the Company's disclosure controls and other procedures as of the end of the period covered by this report. Based upon that evaluation, the chief executive officer and the chief financial officer have concluded that, as of the end of the period covered by this report, such controls and procedures were effective at a reasonable assurance level.
Changes in internal controls
We completed the acquisition of Morgan Asphalt, Inc. on February 26, 2026. Under the guidelines established by the SEC, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired company. We are in the process of assessing the internal controls over financial reporting of the acquired company and integrating them with our existing internal controls over financial reporting.
Except as noted above, there were no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2026, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
41
Part II -- Other Information
Item 1. Legal Proceedings
For information regarding legal proceedings required by this item, see the discussion in Note 16 to our Consolidated Financial Statements, which is incorporated herein by reference.
Item 1A. Risk Factors
Refer to the Company's risk factors that are disclosed in Part I, Item 1A. Risk Factors in its 2025 Annual Report that could be materially harmful to the Company's business, prospects, financial condition or financial results if they occur.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
For information regarding mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K, see Exhibit 95 to this Form 10-Q, which is incorporated herein by reference.
Item 5. Other Information
During the three months ended September 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 6. Exhibits
See the index to exhibits immediately preceding the signature page to this report.
42
Index
Exhibits Index
Incorporated by Reference
Exhibit NumberExhibit DescriptionFiled
Herewith
Furnished
Herewith
FormPeriod
Ended		ExhibitFiling
Date		File Number
3.1
8-K3.15/28/251-41642
3.2
8-K3.25/28/251-41642
10.1+
X
31.1
X
31.2
X
32

X
95X
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
+ Management contract, compensatory plan or arrangement.

43
Signatures
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Knife River Corporation
DATE:November 3, 2026BY:/s/ Nathan W. Ring
Nathan W. Ring
Vice President and Chief Financial Officer
BY:/s/ Peggy S. Rebstock
Peggy S. Rebstock
Vice President, Chief Accounting Officer and Controller
44

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