MDU Resources Group Inc美股招股说明书(2025-12-05版)

MDU Resources Group, Inc. Common Stock The forward sellers below are offering 10,152,284 shares of our common stock. We have entered into separateforward sale agreements with each of Wells Fargo Bank, National Association, Bank of America, N.A. andJPMorgan Chase Bank, National Association, New York Branch, which we refer to in such capacity as the “forwardpurchasers,” with respect to 10,152,284 shares of our common stock. In connection with these forward saleagreements, the forward purchasers or their respective affiliates, whom we refer to in such capacity as the “forwardsellers,” at our request, are borrowing from third parties and selling to the underwriters an aggregate of 10,152,284shares of our common stock that will be delivered in this offering. If in the good faith, commercially reasonablejudgment of a forward purchaser, it or its affiliate is unable to borrow and deliver for sale on the anticipated closing We will not initially receive any proceeds from the sale of our common stock sold by the forward sellers to theunderwriters, except in certain circumstances described in this prospectus supplement, including the last sentence ofthe previous paragraph. The forward sale agreements provide for settlement on a settlement date or dates to bespecified at our discretion no later than the date that is 24 months from entry into the forward sale agreements. Wemay settle the forward sale agreements entirely by the full physical delivery of shares of our common stock inexchange for cash proceeds, or we may elect cash settlement or net share settlement for all or a portion of ourobligations under the forward sale agreements. If we elect to cash settle all or a portion of a forward sale agreement,we may not receive any proceeds from such election, and we may owe cash to the relevant forward purchaser. If weelect to net share settle all or a portion of a forward sale agreement, we will not receive any cash proceeds from such Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “MDU.” The lastreported sale price of our common stock on the NYSE on December 3, 2025 was $20.24 per share. (1)We expect to receive estimated net proceeds from the sale of shares of our common stock, before expenses, of approximately$193,299,487.36 (or approximately $222,294,399.04 if the underwriters’ option to purchase additional shares of our common stock isexercised in full, and we elect to have the forward sellers borrow and deliver such shares to the underwriters as described in detail below)upon full physical settlement of the forward sale agreements, which we expect to occur no later than the date that is 24 months from entryinto the forward sale agreements. For the purpose of calculating the estimated net proceeds to us, we have assumed that the forward saleagreements are fully physically settled based on the initial forward sale price of $19.04 per share. The forward sale price is subject to The underwriters initially propose to offer the shares of our common stock to the public at the public offering pricethat appears on the cover page of this prospectus supplement. The underwriters may offer the shares to selecteddealers at the public offering price minus a concession of up to $0.3960 per share. After the initial offering, the We have granted the underwriters an option for a period of 30 days from the date of this prospectus supplement topurchase up to an additional 1,522,842 shares of our common stock at a price of $19.04 per share, subject to certainpossible adjustments. If such option is exercised, we may, in our sole discretion, enter into additional forward saleagreements with each of the forward purchasers in respect of the number of shares that are subject to the exercise ofsuch option. Unless the context requires otherwise, the term “forward sale agreements” as used in this prospectussupplement includes any additional forward sale agreement that we may enter into with a forward purchaser inconnection with the exercise, by the underwriters, of their option to purchase additional shares. If such option isexercised and we elect not to enter into additional forward sale agreements, we have agreed to issue and sell directlyto the underwriters the number of shares of our common stock that are subject to the exercise of such option. If we Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapprovedof these securities or passed upon the adequacy or accuracy of this prospectus supplement or the The underwriters expect that the shares of our common stock will be delivered against payment on or aboutDecember 5, 2025. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiSUMMARYS-1 Prospectus ABOUT THIS PROSPECTUSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSMDU RESOURCES GROUP, INC.RISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DE