Everus Construction Group, Inc. (ECG)

CIK: 0002015845. SIC: 1531 Operative Builders. Latest 10-K as of: 2026-02-25.

SIC breadcrumb: Construction > Building Construction General Contractors And Operative Builders > SIC 1531 Operative Builders

SEC company page: https://www.sec.gov/edgar/browse/?CIK=2015845. Latest filing source: 0002015845-26-000010.

Selected Fundamentals

Metric	Value	Unit	FY	Filed
Revenue	3,746,387,000	USD	2025	2026-02-25
Net income	201,770,000	USD	2025	2026-02-25
Assets	1,728,731,000	USD	2025	2026-02-25

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-25. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0002015845.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Metric	2021	2022	2023	2024	2025
Revenue		2,699,250,000	2,854,390,000	2,849,685,000	3,746,387,000
Net income		124,781,000	137,230,000	143,421,000	201,770,000
Operating income		164,644,000	190,543,000	189,907,000	264,750,000
Gross profit		276,046,000	321,918,000	339,451,000	454,088,000
Diluted EPS		2.45	2.69	2.81	3.95
Assets			1,052,459,000	1,288,463,000	1,728,731,000
Liabilities			603,609,000	865,851,000	1,098,913,000
Stockholders' equity	362,937,000	382,247,000	448,850,000	422,612,000	629,818,000
Net margin		4.62%	4.81%	5.03%	5.39%
Operating margin		6.10%	6.68%	6.66%	7.07%

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0002015845.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarter	End Date	Revenue	Net Income	Diluted EPS	Method
2024-Q3	2024-06-30		38,972,000		reported discrete quarter
2024-Q3	2024-09-30	760,985,000		0.82	reported discrete quarter
2024-Q4	2024-12-31	759,638,000	34,468,000		derived Q4 = FY annual - nine-month YTD
2025-Q1	2025-03-31	826,629,000	36,672,000	0.72	reported discrete quarter
2025-Q2	2025-03-31		36,672,000		reported discrete quarter
2025-Q3	2025-06-30		52,843,000		reported discrete quarter
2025-Q2	2025-06-30	921,466,000		1.03	reported discrete quarter
2025-Q3	2025-09-30	986,820,000		1.11	reported discrete quarter
2025-Q4	2025-12-31	1,011,472,000	55,278,000		derived Q4 = FY annual - nine-month YTD
2026-Q1	2026-03-31	1,036,953,000	58,316,000	1.14	reported discrete quarter

Quarterly Charts

Macro Cross-References

CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
UNRATE - Unemployment Rate
FEDFUNDS - Federal Funds Effective Rate
CES0500000003 - Average Hourly Earnings of All Employees, Total Private
DFEDTARU - Federal Funds Target Range - Upper Limit
DFEDTARL - Federal Funds Target Range - Lower Limit
DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
PCEPI - Personal Consumption Expenditures: Chain-type Price Index
PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
PPIACO - Producer Price Index by Commodity: All Commodities
T10YIE - 10-Year Breakeven Inflation Rate
U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
PAYEMS - All Employees, Total Nonfarm
CIVPART - Labor Force Participation Rate
EMRATIO - Employment-Population Ratio
UNEMPLOY - Unemployed
CE16OV - Employment Level
ICSA - Initial Claims
JTSJOL - Job Openings: Total Nonfarm
JTSQUR - Quits: Total Nonfarm
GDPC1 - Real Gross Domestic Product
A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
INDPRO - Industrial Production: Total Index
TCU - Capacity Utilization: Total Index
HOUST - New Privately-Owned Housing Units Started: Total Units
PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
RSAFS - Advance Retail Sales: Retail Trade
PCE - Personal Consumption Expenditures
DSPIC96 - Real Disposable Personal Income
PSAVERT - Personal Saving Rate
M2SL - M2
BOPGSTB - U.S. International Trade in Goods and Services: Balance
MSPUS - Median Sales Price of Houses Sold for the United States
HSN1F - New One Family Houses Sold: United States
RHORUSQ156N - Homeownership Rate in the United States
TTLCONS - Total Construction Spending: Total Construction in the United States
RRVRUSQ156N - Rental Vacancy Rate in the United States
TOTALSL - Total Consumer Credit Owned and Securitized
REVOLSL - Revolving Consumer Credit Owned and Securitized
DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
GDP - Gross Domestic Product
GPDI - Gross Private Domestic Investment
GCE - Government Consumption Expenditures and Gross Investment
PCEC - Personal Consumption Expenditures
NETEXP - Net Exports of Goods and Services
GFDEBTN - Federal Debt: Total Public Debt
GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
FYFSD - Federal Surplus or Deficit
FGRECPT - Federal Government Current Receipts
FGEXPND - Federal Government: Current Expenditures
MANEMP - All Employees, Manufacturing
USCONS - All Employees, Construction
USTRADE - All Employees, Retail Trade
USFIRE - All Employees, Financial Activities
USGOVT - All Employees, Government
AWHAETP - Average Weekly Hours of All Employees, Total Private
DGORDER - Manufacturers' New Orders: Durable Goods
NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
BUSINV - Total Business Inventories
EXPGS - Exports of Goods and Services
IMPGS - Imports of Goods and Services
IR - Import Price Index (End Use): All Commodities
PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0002015845-26-000030.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-05-06. Report date: 2026-03-31.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following information should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q (“Quarterly Report”). The following discussion may contain forward-looking statements that are based upon current expectations and are subject to uncertainty and changes in circumstances.

Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those factors discussed in the following and elsewhere in this Quarterly Report, particularly in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Refer to the section titled “Item 1A. Risk Factors” included in our 2025 Annual Report on Form 10-K (“2025 Annual Report”) for more information concerning our risk factors. References to the “Company,” “Everus,” “we,” “us,” and “our” refer to Everus Construction Group, Inc. and its consolidated subsidiaries, unless otherwise stated or indicated by context.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements that reflect our expectations, assumptions or projections about the future, other than statements of historical facts, including, without limitation, statements regarding plans, trends, objectives, goals, business strategies, market potential, future financial performance and other matters are considered forward-looking statements. The words “believe,” “expect,” “estimate,” “could,” “should,” “would,” “intend,” “may,” “plan,” “predict,” “seek,” “anticipate,” “project” and similar expressions generally identify forward-looking statements, which speak only as of the date the statements were made. In particular, information included under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 3. Quantitative and Qualitative Disclosures about Market Risk” of this Quarterly Report contains forward-looking statements.

The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements. Although we believe that the expectations reflected in any forward-looking statements we make are based on reasonable assumptions as of the date they are made, we can give no assurance that the expectations will be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, see the discussion under “Item 1A. Risk Factors” in our 2025 Annual Report.

You should read this Quarterly Report completely and with the understanding that actual future results may be materially different from expectations. All forward-looking statements made in this Quarterly Report are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this Quarterly Report, and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, and changes in future operating results over time or otherwise.

Comparisons of results for current and any prior periods are not intended to express any future trends, or indications of future performance, unless expressed as such, and should only be viewed as historical data.

Overview

We are a leading construction solutions provider offering specialty contracting services to a diverse set of end markets, which are provided to commercial, industrial, institutional, renewables, service, transportation, utility and other customers. We operate throughout most of the United States through two reportable, operating segments:

Electrical & Mechanical (“E&M”): Contracting services including construction and maintenance of electrical and communication wiring and infrastructure, fire suppression systems, renewables infrastructure and mechanical piping and services in both the public and private sectors.

Transmission & Distribution (“T&D"): Contracting services including construction and maintenance of overhead and underground electrical, gas, communication infrastructure and transportation-related lighting, as well as the manufacture and distribution of overhead and underground transmission line construction equipment and tools.

At Everus, people are our core, and we prioritize integrity, safety and growth through comprehensive training, hands-on development, safety compliance metrics and strong union partnerships to instill a safety first culture and ethical leadership across all levels.

We focus on safely executing projects; providing a superior return on investment by building new and strengthening existing customer relationships; ensuring quality service; effectively managing costs; retaining, developing and recruiting talented employees; growing through organic and strategic acquisition opportunities; and focusing efforts on projects that will permit higher margins while properly managing risk. The growth we have experienced in recent years is due in part to the project awards in the end markets and submarkets served and the ability to support national customers in most of the regions in which we operate. Our strong presence in the Western, Midwestern and Eastern regions of the United States has driven opportunities in data centers, high tech, hospitality and utilities, while customer expansion nationwide continues to extend our reach through partnerships through our 16 wholly owned operating companies, including SE&M, which was acquired on April 1, 2026. SE&M expands our geographic footprint in the Southeast region of the United States.

In particular, we currently generate a significant portion of our revenues from data center and other similar high tech and advanced technology contracts and our revenue mix has changed significantly in the last couple of years. Data center capacity and load growth, as well as other advanced technology growth, creates tremendous opportunities, but also presents risks and challenges for us and our customers. While we believe there is still strong demand for these types of projects in the foreseeable future, we cannot guarantee that will be the case. The loss of, or reduction in business from, these types of contracts could have a material adverse effect on our business, financial condition, results of operations and cash flows. For more information on the associated risks, see the discussion under “Item 1A. Risk Factors” in our 2025 Annual Report.

Economic and Industry Factors Impacting Our Business

We have experienced increased insurance costs and anticipate continued increases in insurance costs. Premiums in the insurance industry have risen due to many factors, such as economic inflation and a rise in insurance carriers’ losses, in particular for wildfire risks. We experienced these aforementioned impacts with coverage for our insurance lines on a standalone basis following the Separation and again saw increases in insurance costs during our latest renewal cycle, partially due to our revenue growth during 2025 at the time of renewal. However, we are continuing to formulate strategies to minimize these costs and/or ensuring these costs are built into our bidding opportunities going forward.

Despite these increased costs, we are focused on growing our total revenues, expanding gross margins, managing costs and generating cash, all of which would result in increased operating income.

Market Conditions and Outlook

The U.S. construction services industry is highly fragmented. It includes a wide spectrum of players, from small, private companies whose activities are geographically concentrated to larger public companies with nationwide capabilities. Competition within the industry is influenced by various elements such as technical expertise, service pricing, financial and operational resources, track record for safety, industry reputation and dependability.

The U.S. construction services industry serves a diverse customer base that includes federal, state and municipal governmental agencies, commercial and residential developers and private parties. The mix of customers varies by region and economic conditions.

The main factors and trends in the U.S. construction services industry include:

•Key economic factors. Many factors affect product demand, including public spending on infrastructure projects, general economic conditions, including population growth and employment levels, imposed and proposed tariffs, U.S. involvement or indirect effects from global conflicts and prevailing interest rates.

•Inflation. Rising inflation can increase the cost of construction materials, labor and insurance premiums, impacting project budgets and profitability.

•Industry fragmentation. There are thousands of construction services providers of varying scope and size. Market participants may enter new geographies or expand existing positions through organic growth or the acquisition of existing providers.

•Seasonality. Activity in certain areas is seasonal due to the effects of weather, which can impact safety and efficiency of operations but could also lead to demand for our services.

•Cyclicality. The demand for construction services is significantly influenced by the cyclical nature of the economy.

•Regulations. Operations are subject to extensive laws and regulations relating to the maintenance of safe conditions in the workplace.

•Production inputs. Cost of labor, equipment and other inputs can vary over time based on macroeconomic factors and impact profitability of operations.

•Personnel. Ability to maintain productivity and operating performance is heavily dependent on the ability to employ, train and retain qualified personnel necessary to operate efficiently.

We continued to have bidding opportunities in the specialty contracting markets we have operated in during 2026, as evidenced by our backlog, even with our revenue growth during the fiscal year thus far. We believe our backlog supports our strong project pipeline across our diverse service offerings, particularly for data center, hospitality and high tech work. With our successful track record of executing on complex projects, our long-term customer relationships, safe and skilled workforce, quality of service and effective cost management, we believe we remain well-positioned to benefit from favorable demand drivers, including high tech reshoring, data center construction and utility infrastructure investments, giving us the opportunity to continue securing and executing profitable projects in the future.

Consolidated Results of Operations

Three Months Ended March 31, 2026, Compared to Three Months Ended March 31, 2025

The following table sets forth our consolidated selected statements of income data, with percentages of operating revenues for the interim periods indicated, as well as the percentage change from the prior comparative interim period:

Three months ended March 31,

2026

% of revenues

2025

% of revenues

% change

(In millions, except percentages)

Operating revenues

1,036.9

100.0

826.6

100.0

25.4

Cost of sales

906.2

87.4

734.1

88.8

23.4

Gross profit

130.7

12.6

92.5

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-25. Report date: 2025-12-31.

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following information should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this 2025 Annual Report on Form 10-K (“2025 Annual Report”). The following discussion may contain forward-looking statements that are based upon current expectations and are subject to uncertainty and changes in circumstances.

Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those factors discussed in the following and elsewhere in this 2025 Annual Report, particularly in the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Item 1A. Risk Factors.” References to the “Company,” “Everus,” “we,” “us,” and “our” refer to Everus Construction Group, Inc. and its consolidated subsidiaries, unless otherwise stated or indicated by context.

For a discussion and analysis of our results of operations and financial condition for the year ended December 31, 2024, as compared to the year ended December 31, 2023, refer to Part II. Item 7A. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission on February 28, 2025, which is available free of charge on the SEC’s website at www.sec.gov and our corporate website at investors.everus.com.

Overview

We focus on safely executing projects; providing a superior return on investment by building new and strengthening existing customer relationships; ensuring quality service; effectively managing costs; retaining, developing and recruiting talented employees; growing through organic and strategic acquisition opportunities; and focusing efforts on projects that will permit higher margins while properly managing risk. The growth we have experienced in recent years is due in part to the project awards in the end markets and submarkets served and the ability to support national customers in most of the regions in which we operate. Our strong presence in the Western, Midwestern and Eastern regions of the United States has driven opportunities in data centers, high tech, hospitality and utilities, while customer expansion nationwide continues to extend our reach through partnerships through our 15 wholly owned operating companies. At Everus, people are our core, and we prioritize integrity, safety and growth through comprehensive training, hands-on development, safety compliance metrics and strong union partnerships to instill a safety first culture and ethical leadership across all levels.

Strategy and Challenges

We face challenges, which are not under direct control of the business, in the markets in which we operate, including those described in the section entitled “Item 1A. Risk Factors” included elsewhere in this 2025 Annual Report. These factors, and those noted below, have caused fluctuations in revenues, gross profit and earnings in the past and are likely to cause fluctuations in the future.

•Revenue mix and impact on gross profit. The mix of revenues based on the types of services provided can impact gross profit as certain industries and services provide higher gross profit opportunities. Larger or more complex projects typically result in higher gross profit opportunities since we assume a higher degree of performance risk and there is greater utilization of our resources for longer construction timelines. However, larger or more complex projects can have a higher risk of regulatory and seasonal or cyclical delay. Project schedules fluctuate, which can affect the amount of work performed in a given period. Smaller or less complex projects typically have a greater number of companies competing for them, and competitors at times may be more aggressive when pursuing available work. A greater percentage of smaller scale or less complex work in a given period could negatively impact gross profit due to

the inefficiency of transitioning between a greater number of smaller projects versus continuous production on a few larger projects.

•Project variability and performance. Gross profit for a single project may fluctuate period to period due to changes in the volume or type of work performed, the pricing structure under the project contract or job productivity. Productivity and performance on a project can vary period to period based on a number of factors, including unexpected project difficulties; unexpected project site conditions; project location, including locations with challenging operating conditions or difficult geographic characteristics; whether the work is on an open or encumbered right of way; inclement weather or severe weather events; environmental restrictions or regulatory delays; political or legal challenges related to a project; and the performance of third parties. In addition, the type of contract can impact the gross profit on a project. Under fixed-price contracts, which are more common with larger or more complex projects, we assume risk related to project estimates versus actual execution. Revenues under this type of contract can vary, sometimes significantly, from original projects due to additional project complexity; timing uncertainty or extended bidding; extended regulatory or permitting processes; and other factors, which can result in a reduction in profit or losses on a project.

•Subcontractor work and provision of materials. Some work under project contracts is subcontracted out to other companies and gross profit on subcontractor work generally is lower than work we perform. Increased subcontractor work in a given period may therefore result in lower gross profit. In addition, inflationary or other pressures may increase the cost of materials under fixed-price contracts and may result in decreased gross profit on projects. We have worked to implement provisions in project contracts to allow for the pass-through of inflationary costs to customers where feasible and will continue to do so to mitigate the impacts.

Economic and Industry Factors Impacting Our Business

We have experienced increased insurance costs and anticipate continued increases in insurance costs. Premiums in the insurance industry have risen due to many factors, such as economic inflation and a rise in insurance carriers’ losses, in particular for wildfire risks. We experienced these aforementioned impacts with coverage for our insurance lines on a standalone basis following the Separation and again saw increases in insurance costs during our latest renewal cycle partially in part to our revenue growth during 2025 at the time of renewal. However, we are continuing to formulate strategies to minimize these costs and/or ensuring these costs are built into our bidding opportunities going forward.

Despite these increased costs, we are focused on growing our total revenues, expanding gross margins, managing costs and generating cash, all of which would result in increased operating income.

Market Conditions and Outlook

The main factors and trends in the U.S. construction services industry include:

•Inflation. Rising inflation can increase the cost of construction materials, labor and insurance premiums, impacting project budgets and profitability.

•Seasonality. Activity in certain areas is seasonal due to the effects of weather, which can impact safety and efficiency of operations and lead to demand for services.

•Cyclicality. The demand for construction services is significantly influenced by the cyclical nature of the economy.

•Regulations. Operations are subject to extensive laws and regulations relating to the maintenance of safe conditions in the workplace.

•Production inputs. Costs of labor, equipment and other inputs can vary over time based on macroeconomic factors and impact profitability of operations.

•Personnel. Ability to maintain productivity and operating performance is heavily dependent on the ability to employ, train and retain qualified personnel necessary to operate efficiently.

We continued to have bidding opportunities in the specialty contracting markets we operated in during 2025, as evidenced by our backlog, even with our revenue growth during the fiscal year. Our backlog supports strong project opportunities across our diverse service offerings, particularly for data center, undergrounding and hospitality work. With our successful track record of executing on complex projects, our long-term customer relationships, safe and skilled workforce, quality of service and effective cost management, we believe we remain well-positioned to benefit from favorable demand drivers, including high tech reshoring, data center construction and utility infrastructure investments, giving us the opportunity to continue securing and executing profitable projects in the future.

The Separation and Distribution

On November 2, 2023, MDU Resources Group, Inc. (“MDU Resources” or “MDU”) announced its intention to pursue a tax-free spinoff of Everus Construction, Inc. (formerly known as MDU Construction Services Group, Inc.) (“Everus Construction”) from MDU Resources (the “Separation”). Prior to the Separation, Everus Construction was the construction services segment of MDU and operated as a wholly owned subsidiary of CEHI, LLC (“Centennial”), which is a wholly owned subsidiary of MDU Resources. In anticipation of the Separation, MDU Resources formed a new wholly owned subsidiary, Everus Construction Group, Inc., that became the new parent company of Everus Construction.

On October 31, 2024, MDU Resources completed the Separation by transferring Everus Construction, inclusive of all its assets and liabilities, to Everus and distributing 50,972,059 shares of Everus common stock ($0.01 par value) to MDU Resources stockholders of record as of October 21, 2024 (the “Distribution”). The Distribution was structured as a pro rata distribution of one share of Everus common stock for every four shares of MDU Resources common stock (such ratio, the “Distribution Ratio”). MDU Resources did not distribute any fractional shares of Everus common stock to its stockholders as part of the distribution. Instead, MDU Resources’ stockholders received cash in lieu of any fractional shares of Everus common stock that they would have received after application of the Distribution Ratio.

As a result of the Separation and Distribution, Everus is an independent publicly traded company and our common stock is listed under the symbol “ECG” on the New York Stock Exchange.

The Separation and Distribution was completed pursuant to a separation and distribution agreement as well as other agreements with MDU Resources, including, but not limited to, a transition services agreement, a tax matters agreement and an employee matters agreement. Refer to Note 15 – Related-Party Transactions in the consolidated financial statements contained elsewhere in this 2025 Annual Report for additional information on the transition services agreement. We have incurred costs related to becoming an independent public entity and expect additional ongoing expenses related to continued operations as such.

For a complete discussion of the associated risks and uncertainties associated with the Separation and Distribution, see “Risk Factors—Separation and Distribution Risks” contained elsewhere in this 2025 Annual Report.

Basis of Presentation

Prior to the Separation, Everus Construction historically operated as a wholly owned subsidiary of Centennial and an indirect, wholly owned subsidiary of MDU Resources and not as a standalone company. For periods prior to the Separation, financial information included in the accompanying consolidated financial statements and related footnotes included in this 2025 Annual Report were prepared on a "carve-out” basis in connection with the Separation and were derived from the audited consolidated financial statements of MDU Resources as if we operated on a standalone basis. However, the financial information included in the consolidated financial statements and related footnotes for periods prior to the Separation do not necessarily reflect what our results of operations, financial position and cash flows would have been had we operated as a separate, publicly traded company and may not be indicative of our future performance. For additional information related to our basis of presentation, refer to Note 2 – Basis of Presentation and Summary of Significant Accounting Policies in the consolidated financial statements contained elsewhere in this 2025 Annual Report.

Before the Separation, we historically participated in MDU Resources’ centralized cash management program through Centennial, including its overall financing arrangements. We had related-party agreements in place with Centennial for the financing of our capital needs, which were reflected as Related-party notes payable on the consolidated balance sheets for periods prior to the Separation. Interest expense in the consolidated statements of income primarily reflected the allocation of interest on borrowing and funding associated with the related-party agreements for periods prior to the Separation. Refer to Note 15 – Related-Party Transactions in the consolidated financial statements contained elsewhere in this 2025 Annual Report for additional information.

Following the Separation, we rely on our own credit and financing arrangements and incur interest expense associated with those arrangements. For additional information related to our current financing arrangements, refer to Note 7 – Debt in the consolidated financial statements contained elsewhere in this 2025 Annual Report.

Cash-settled related-party transactions between Everus, MDU Resources, Centennial, and other MDU Resources subsidiaries were included in the consolidated financial statements for periods prior to the Separation. For additional information regarding the agreements between us, MDU Resources and Centennial, refer to the section contained elsewhere in this 2025 Annual Report entitled “Certain Relationships and Related Person Transactions, and Director Independence.”

All intercompany balances and transactions between the businesses comprising Everus have been eliminated in the accompanying consolidated financial statements.

Consolidated Results of Operations

Year Ended December 31, 2025, Compared to Year Ended December 31, 2024

The following table sets forth our consolidated selected statements of income data, with percentages of operating revenues for the years indicated, as well as the percentage change from the prior comparative year:

Year ended December 31,

2025

% of revenues

2024

% of revenues

% change

(In millions, except percentages)

Operating revenues

3,746.4

100.0

2,849.7

100.0

31.5

Cost of sales

3,292.3

87.9

2,510.2

88.1

31.2

Gross profit

454.1

12.1

339.5

11.9

33.8

Selling, general and administrative expenses

189.3

5.1

149.6

5.3

26.5

Operating income

264.8

7.1

189.9

6.7

39.4

Interest income

4.6

0.1

—

Interest expense

21.5

0.6

14.0

0.5

53.6

Other income, net

9.9

0.3

4.8

0.2

Income before income taxes and income from equity method investments

257.8

6.9

180.7

6.3

42.7

Income taxes

72.3

1.9

49.5

1.7

46.1

Income from equity method investments

16.3

0.4

12.2

0.4

33.6

Net income

201.8

5.4

143.4

5.0

40.7

__________________

*NM - Not Meaningful

Year Ended December 31, 2025, Compared to Year Ended December 31, 2024

Operating Revenues

Operating revenues for the year ended December 31, 2025, were $3.75 billion, an increase of $896.7 million, or 31.5%, from $2.85 billion for the year ended December 31, 2024. See “Segment Results of Operations–Year Ended December 31, 2025, Compared to Year Ended December 31, 2024” for further comparative analysis of segment revenues for the years indicated.

Changes in estimates associated with performance obligations that were satisfied or partially satisfied prior to the previous year end positively net impacted revenues and accounted for approximately 3.0% of revenues for the year ended December 31, 2025, compared to 2.9% of revenues for the year ended December 31, 2024.

For the year ended December 31, 2025, the changes in estimates mentioned above favorably accounted for approximately 4.2% of revenues, compared to 3.8% of revenues for the year ended December 31, 2024. Favorable impacts to revenues were primarily due to project pull forward, labor efficiencies and favorable impacts from projected cost changes, including material costs, project risk mitigation and change orders. However, these changes in estimates unfavorably accounted for approximately 1.2% of revenues for the year ended December 31, 2025, compared to 0.9% of revenues for the year ended December 31, 2024. Unfavorable impacts to revenues were primarily due to labor inefficiencies related to sequencing on projects and unfavorable impacts from project delays and cost overruns.

Cost of Sales

Cost of sales for the year ended December 31, 2025, was $3.29 billion, an increase of $782.1 million, or 31.2%, from $2.51 billion for the year ended December 31, 2024. This increase primarily related to higher E&M operating costs due to increased workloads and changes in project mix. T&D operating costs remained relatively consistent year over year. Labor, subcontractor, materials and equipment and tools costs increased $367.1 million, $209.7 million, $141.5 million and $43.7 million, respectively, along with higher other job expenses of $20.1 million.

Gross Profit

Gross profit for the year ended December 31, 2025, was $454.1 million, an increase of $114.6 million, or 33.8%, from $339.5 million for the year ended December 31, 2024. The increase was primarily from continued revenue growth due to increased workloads and project timing, partially offset by changes in project mix. Gross margin increased to 12.1% for the year ended December 31, 2025, compared to 11.9% for the year ended December 31, 2024.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses for the year ended December 31, 2025, were $189.3 million, an increase of $39.7 million, or 26.5%, from $149.6 million for the year ended December 31, 2024. The increase was driven primarily by higher labor, corporate overhead and professional service-related expenses of $28.2 million, $3.9 million and $2.7 million, respectively, including incremental stand-alone operating costs, to support the operational growth of the business, and higher other SG&A expenses of $4.9 million.

Operating Income

Operating income for the year ended December 31, 2025, was $264.8 million, an increase of $74.8 million, or 39.4%, from $189.9 million for the year ended December 31, 2024. The increase was primarily driven by increased gross profit, partially offset by increased SG&A expenses, both of which are discussed above. Operating income margin increased to 7.1% for the year ended December 31, 2025, compared to 6.7% for the year ended December 31, 2024. See “Segment Results of Operations–Year Ended December 31, 2025, Compared to Year Ended December 31, 2024” for further comparative analysis of segment operating income and “Corporate and Other” category operating income for the years indicated.

Interest Income

For the year ended December 31, 2025, we earned interest income of $4.6 million, including $4.3 million from our central cash management program, including daily cash sweep and money market deposit account programs, and $0.3 million from our Captive Cell. There were no such activities earning interest income for the year ended December 31, 2024.

Interest Expense

Interest expense for the year ended December 31, 2025, was $21.5 million, an increase of $7.4 million, or 53.6%, from $14.0 million for the year ended December 31, 2024. The increase primarily related to average higher debt balances under the Term Loan (as defined below) during the year ended December 31, 2025, compared to the average debt balances from the related-party cash management program for working capital needs during the 2024 period prior to the Separation, partially offset by interest expense related to the debt balance under the Term Loan for the 2024 stub period following the Separation.

Other Income, Net

Other income, net for the year ended December 31, 2025, was $9.9 million, an increase of $5.2 million, or 106.3%, from $4.8 million for the year ended December 31, 2024. The increase primarily related to miscellaneous income activity, including settlements and rebates, partially offset by miscellaneous expense activity including bank fees.

Income Taxes

Income taxes for the year ended December 31, 2025, were $72.3 million, an increase of $22.8 million, or 46.1%, from $49.5 million for the year ended December 31, 2024, reflecting higher income taxes from greater pretax income for the year. The effective tax rate was 26.4% for the year ended December 31, 2025, compared to 25.7% for the year ended December 31, 2024.

Income from Equity Method Investments

Income from equity method investments for the year ended December 31, 2025, was $16.3 million, an increase of $4.1 million, or 33.6%, from $12.2 million for the year ended December 31, 2024. The increase primarily related to increased activity on joint ventures for the year.

Net Income

Net income for the year ended December 31, 2025, was $201.8 million, an increase of $58.4 million, or 40.7%, from $143.4 million for the year ended December 31, 2024. The increase was primarily from increased gross profit and income from joint ventures, partially offset by higher SG&A expenses and higher taxes on greater pretax income. Net income margin increased to 5.4% for the year ended December 31, 2025, compared to 5.0% for the year ended December 31, 2024.

Segment Results of Operations

Year Ended December 31, 2025, Compared to Year Ended December 31, 2024

We report our results under two reportable segments: E&M and T&D. The following table sets forth segment revenues, segment operating income and “Corporate and Other” category operating income for the years indicated, with segment revenues compared to total consolidated revenues and operating income margins for the years indicated, as well as the percentage change from the prior comparative year:

Year ended December 31,

2025

% of revenues

2024

% of revenues

% change

(In millions, except percentages)

Operating revenues:

E&M

2,920.7

78.0

2,031.5

71.3

43.8

T&D

848.5

22.6

837.1

29.4

1.4

Eliminations

(22.8)

(0.6)

(18.9)

(0.7)

20.6

Consolidated revenues

3,746.4

100.0

2,849.7

100.0

31.5

Operating income:

E&M

218.3

7.5

137.0

6.7

59.3

T&D

89.7

10.6

85.0

10.1

5.5

Corporate and Other

(43.2)

(1.2)

(32.1)

(1.1)

(34.6)

Consolidated operating income

264.8

7.1

189.9

6.7

39.4

1.Includes Corporate and Other operating income percentage of revenues was calculated by dividing Corporate and Other operating income by consolidated revenues for the years indicated.

Year Ended December 31, 2025, Compared to Year Ended December 31, 2024

Operating Revenues

E&M

E&M segment revenues for the year ended December 31, 2025, were $2.92 billion, an increase of $889.2 million, or 43.8%, from $2.03 billion for the year ended December 31, 2024. The increase was primarily driven by higher workloads in the commercial, renewables and Service & other end markets, particularly continued growth in the data center submarket, partially offset by decreased revenues in the institutional and industrial end markets.

•Commercial revenues rose $876.8 million with higher data center, hospitality and commercial submarket activity due to increased workloads.

•Renewables revenues grew $25.7 million with increased project activity within both submarkets - generation and commercial, due to timing of projects.

•Service & other revenues increased $4.8 million due to increased repair and maintenance demand.

•Institutional revenues declined $11.9 million from lower project activity in the healthcare submarket, partially offset by higher workloads in the government and education submarkets.

•Industrial revenues decreased $6.1 million with reduced project activity in the high tech submarket, partially offset by higher workloads in the manufacturing and oil & gas submarkets.

Changes in estimates associated with performance obligations that were satisfied or partially satisfied prior to the previous year end positively net impacted E&M revenues and accounted for approximately 2.4% of E&M revenues for the year ended December 31, 2025, compared to 2.5% of E&M revenues for the year ended December 31, 2024.

For the year ended December 31, 2025, the changes in estimates mentioned above favorably accounted for approximately 3.4% of E&M revenues, compared to 3.1% of E&M revenues for the year ended December 31, 2024. However, these changes in estimates unfavorably accounted for approximately 1.0% of E&M revenues for the year ended December 31, 2025, compared to 0.6% of E&M revenues for the year ended December 31, 2024. The primary drivers of favorable and unfavorable impacts to revenues were previously mentioned in the consolidated results of operations sections above.

T&D

T&D segment revenues for the year ended December 31, 2025, were $848.5 million, an increase of $11.4 million, or 1.4%, from $837.1 million for the year ended December 31, 2024. The increase primarily related to higher transportation end-market revenues, partially offset by lower utility end-market revenues.

•Transportation revenues increased $15.6 million due to higher workloads in the traffic signalization submarket, partially offset by reduced project activity in the street lighting submarket.

•Utility revenues decreased $4.2 million primarily from lower workloads due to weather-related impacts and timing of project availability in the storm, telecommunication, and distribution submarkets, partially offset by increased project activity across the underground, construction and sales submarkets.

Changes in estimates associated with performance obligations that were satisfied or partially satisfied prior to the previous year end positively net impacted T&D revenues and accounted for approximately 0.6% of T&D revenues for the year ended December 31, 2025, compared to 0.4% of T&D revenues for the year ended December 31, 2024.

For the year ended December 31, 2025, the changes in estimates mentioned above favorably accounted for approximately 0.8% of T&D revenues. compared to 0.7% of T&D revenues for the year ended December 31, 2024. However, these changes in estimates unfavorably accounted for approximately 0.2% of T&D revenues for the year ended December 31, 2025, compared to 0.3% of T&D revenues for the year ended December 31, 2024. The primary drivers of favorable and unfavorable impacts to revenues were previously mentioned in the consolidated results of operations sections above.

Operating Income

E&M

E&M segment operating income for the year ended December 31, 2025, was $218.3 million, an increase of $81.3 million, or 59.3%, from $137.0 million for the year ended December 31, 2024. The increase was primarily driven by higher gross profit across all E&M end markets, particularly commercial and industrial, due to project timing and efficiency gains on certain projects, partially offset by changes in project mix. As a result, gross margin increased to 11.1% for the year ended December 31, 2025, compared to 10.8% for the year ended December 31, 2024.

Operating income was also impacted by higher SG&A expenses, primarily including increased labor and professional-related expenses of $17.9 million and $1.7 million, respectively, and other SG&A expenses of $4.0 million, including higher office and net credit loss expenses. Operating income margin for our E&M segment increased to 7.5% for the year ended December 31, 2025 compared to 6.7% for the year ended December 31, 2024.

T&D

T&D segment operating income for the year ended December 31, 2025, was $89.7 million, an increase of $4.7 million, or 5.5%, from $85.0 million for the year ended December 31, 2024. The increase was the result of higher gross profit due to efficient project execution and project mix, particularly within the transportation end market, with T&D gross margin expansion of 15.3% for the year ended December 31, 2025, compared to 14.6% for the year ended December 31, 2024.

Operating income was also impacted by higher selling, general and administrative expenses, primarily including increased labor and professional-related expenses of $0.8 million and $0.5 million, respectively, and other SG&A expenses of $1.3 million, including higher insurance expenses. Operating income margin for our T&D segment increased to 10.6% for the year ended December 31, 2025, compared to 10.2% for the year ended December 31, 2024.

Corporate and Other

The increase in Corporate and Other costs during the year ended December 31, 2025 was primarily due to higher labor, corporate overhead and professional service-related expenses of $9.5 million, $3.3 million and $0.6 million, respectively, including incremental stand-alone operating costs, to support the operational growth of the business.

Backlog

Backlog is a common measurement in the construction services industry. Our determination of backlog 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. Contracts are subject to delays, defaults or cancellations; changes in scope of services to be provided; and adjustments to costs. Backlog may also be affected by project delays or cancellations resulting from weather conditions, external market factors and economic factors beyond our control, among other things. Accordingly, there is no assurance that backlog will be realized. For the periods presented in the backlog table below, we did not experience any material impacts related to delays or cancellations of planned projects that were included in backlog. The timing of contract awards, including contracts awarded underneath master service agreements, duration of large new contracts and the mix of services can significantly affect backlog. Backlog at any given point in time may not accurately represent the revenue or net income that is realized in any period, and backlog as of the end of the quarter or year may not be indicative of the revenue or net income expected to be realized in the following year. Backlog should not be relied upon as a standalone indicator of future results. See “Item 1A. Risk Factors” included elsewhere within this 2025 Annual Report for factors that could cause revenues to be realized in periods and at levels that are different from originally projected.

Subject to the foregoing discussions, the following table provides estimated backlog as of the dates indicated and the amounts we reasonably estimate will be recognized within the next 12 months following December 31, 2025:

Amount estimated to be recognized within 12 months

December 31, 2025

December 31, 2024

(In millions)

Electrical & Mechanical

2,297.7

2,843.8

2,507.0

Transmission & Distribution

289.8

384.5

273.6

Total

2,587.5

3,228.3

2,780.6

Changes in backlog from period to period are primarily the result of fluctuations in the timing of revenue recognition of contracts.

Non-GAAP Financial Measures

All financial information presented in this 2025 Annual Report has been prepared in U.S. dollars in accordance with generally accepted accounting principles in the United States (“GAAP”), except for the presentation of the following non-GAAP financial measures: EBITDA, EBITDA margin and free cash flow. We evaluate our operating performance using EBITDA and EBITDA margin, and we evaluate our liquidity using free cash flow. These non-GAAP financial measures are not intended as alternatives to GAAP financial measures and have limitations as an analytical tool and should not be considered in isolation or as a substitute for an analysis of our results as reported under GAAP. Because of these limitations, EBITDA, EBITDA margin and free cash flow should not be considered as replacements for net income, net income margin or cash provided by (used in) operating activities, the most comparable GAAP measures, respectively. Our non-GAAP financial

measures are not standardized; therefore, it may not be possible to compare them with other companies’ EBITDA, EBITDA margin and free cash flow having the same or similar names.

EBITDA and EBITDA Margin

We utilize EBITDA and EBITDA margin to consistently assess our operating performance and as a basis for strategic planning and forecasting since we believe that EBITDA closely correlates to long-term enterprise value. We believe that measuring performance on an EBITDA basis is useful to investors because it enables a more consistent evaluation of our operational performance period to period. We believe these non-GAAP financial measures, in addition to the corresponding GAAP measures of net income and net income margin, are useful to investors and provide meaningful information about operational efficiency by excluding the impacts of differences in tax jurisdictions and structures, debt levels and capital investment. Investors also may use EBITDA to calculate leverage as a multiple of EBITDA. We use EBITDA and EBITDA margin in addition to GAAP metrics, to evaluate our operating results, calculate compensation packages and determine leverage as a multiple of EBITDA to establish the appropriate funding of operations.

EBITDA is calculated by adding back interest expense, net of interest income, income taxes and depreciation and amortization to net income. EBITDA margin is calculated by dividing EBITDA by operating revenues. EBITDA and EBITDA margin are considered non-GAAP financial measures and are comparable to the corresponding GAAP measures of net income and net income margin, respectively.

The following table reconciles net income to EBITDA and provides the calculation of EBITDA Margin.

Year ended December 31,

2025

2024

(In millions, except percentages)

Net income

201.8

143.4

Interest expense, net

16.9

14.0

Income taxes

72.3

49.5

Depreciation and amortization

28.8

25.3

EBITDA

319.8

232.2

Operating revenues

3,746.4

2,849.7

Net income margin

5.4

5.0

EBITDA margin

8.5

8.1

Free Cash Flow

We use free cash flow as a measure of liquidity that indicates how much cash we can produce after taking cash outflows from operations and assets into consideration. We believe this non-GAAP financial measure, in addition to the corresponding GAAP measure of cash provided by (used in) operating activities, is useful to investors because it provides meaningful information about our financial health and our ability to generate cash, support additional debt obligations, pay potential future dividends and fund growth. Free cash flow does not represent our residual cash flow available for discretionary purposes.

Free cash flow is defined as net cash provided by (used in) operating activities less net capital expenditures.

The following table reconciles cash provided by operating activities to free cash flow.

Year ended December 31,

2025

2024

(In millions)

Net cash used in investing activities

(56.8)

(37.1)

Net cash used in financing activities

(15.5)

(41.9)

Net cash provided by operating activities

156.8

163.4

Capital expenditures

(66.8)

(48.3)

Net proceeds from sale or disposition of property, plant and equipment

10.0

13.7

Free cash flow

100.0

128.8

Liquidity and Capital Resources

As of December 31, 2025 and 2024, we had $170.5 million and $86.0 million of cash, cash equivalents and restricted cash, respectively, including $17.8 million and $16.1 million of restricted cash held by the Captive Cell, respectively.

Prior to the Separation, we historically participated in MDU Resources’ centralized cash management program through Centennial, including its overall financing arrangements. After the Separation, we no longer rely on MDU Resources’ central cash management and financing program and instead rely on our own credit. We have implemented our own centralized cash management model and will use cash on hand and third-party credit facilities to fund day-to-day operations.

Our 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.

Our principal uses of cash are to fund our operations, working capital needs, capital expenditures, repayment of borrowings and strategic business development transactions.

On October 31, 2024, we entered into a five-year senior secured credit agreement (“the Credit Agreement”), whereby we have the capacity to incur indebtedness of up to $525.0 million, consisting of a $300.0 million term loan (“Term Loan”), in aggregate principal amount, and a $225.0 million revolving credit facility (“Revolving Credit Facility”). Letters of credit are available under the Credit Agreement in an aggregate amount of up to $50.0 million.

The Term Loan and the Revolving Credit Facility both bear interest at an annual rate equal to adjusted term Secured Overnight Financing Rate, defined in a customary manner (“Term SOFR”) plus an applicable rate.

The Credit Agreement contains financial covenants requiring us to maintain a maximum consolidated total net leverage ratio of 3.00:1.00 and a minimum interest coverage ratio of 3.00:1.00, in each case measured as of the last day of each fiscal quarter. The consolidated total net leverage ratio may be increased at our option to 3.50:1.00 in connection with certain qualifying material acquisitions. The covenants also include restrictions on the sale of certain assets, loans and investments.

On October 31, 2024, we used $290.0 million of the net proceeds of such indebtedness, including the Term Loan and $40.0 million drawn under the Revolving Credit Facility, to repay $230.0 million of outstanding indebtedness with Centennial and to pay a $60.0 million dividend to MDU Resources, with the remaining $42.1 million being retained by us.

On November 29, 2024, we repaid the $40.0 million outstanding, plus accrued interest, under the Revolving Credit Facility.

In addition, the Term Loan requires quarterly amortization payments of 5.00% per annum of the original principal amount thereof. We repaid our required quarterly amortization payments totaling $15.0 million of the Term Loan during the year ended December 31, 2025.

As of December 31, 2025 and 2024, we had $285.0 million and $300.0 million outstanding under the Term Loan, respectively, with $228.2 million and $209.4 million of available capacity under the Revolving Credit Facility, respectively, net of $2.2 million and $15.6 million of outstanding standby letters of credit, respectively.

In order to borrow under the debt instruments, we must be in compliance with the applicable covenants and certain other conditions, all of which we were in compliance with as of December 31, 2025. Non-compliance with applicable covenants or conditions may constitute an event of default under the Credit Agreement Subject to any applicable cure periods, failure to remedy such a default may require the Company to pursue alternative sources of funding. For additional information on our debt arrangements, refer to Note 7 – Debt in the consolidated financial statements contained elsewhere in this 2025 Annual Report.

Working Capital

Working capital, as defined as current assets minus current liabilities, was $560.2 million and $403.9 million as of December 31, 2025 and 2024, respectively. Our working capital requirements may increase when we commence multiple projects or particularly large projects because labor, subcontractor, inventory and certain other costs typically become payable before the receivables resulting from work performed are collected. Working capital may also increase when we incur costs for work that is the subject of unpaid retainage, change orders and claims. The typical payment billing terms are due within 30 days but may differ depending on contract terms. Retention on receivables can impact the cash collection cycle beyond expenses incurred. The timing of billings and project completions can contribute to changes in unbilled revenue. As of December 31,

2025, we expect that substantially all unbilled receivables will be billed to customers in the normal course of business within the next 12 months.

Capital Expenditures

Our cash capital expenditures for the years ended December 31, 2025 and 2024, were $66.8 million and $48.3 million, respectively, or $56.8 million and $34.6 million net of proceeds from asset disposals, respectively. Capital expenditures were primarily used for vehicle, equipment and building investments to support the growth of our business. For the year ended December 31, 2025, capital expenditures were funded by internal sources and borrowings under our credit and financing arrangements. Whereas, for the year ended December 31, 2024, capital expenditures were funded by internal sources and related-party borrowings from MDU Resources and Centennial.

We expect capital expenditures and commitments for equipment purchase, lease and rental arrangements to be necessary for the foreseeable future in order to meet anticipated demand for our services. We expect gross capital expenditures for 2026 to be in the range of $90.0 million to $100.0 million. Actual capital expenditures may increase or decrease depending upon business activity levels, as well as ongoing assessments of equipment leasing versus purchasing decisions based on short- and long-term equipment requirements. We continuously monitor our capital expenditures for project delays and changes in economic viability and adjust, as necessary. We anticipate that the combination of cash on hand, cash flows from operations, credit facilities and issuances of debt and equity securities, if necessary, will provide sufficient funding to enable us to meet the need of future capital expenditures.

We also continue to evaluate the potential for future acquisitions and other growth opportunities that would be incremental to our capital program; however, they are dependent on the availability of opportunities and, as a result, capital expenditures may vary significantly from the estimates provided.

Cash Flows

The following table summarizes our net cash provided by (used in) operating, investing and financing activities for the periods indicated:

Year ended December 31,

2025

2024

(In millions)

Net cash provided by (used in):

Operating activities

156.8

163.4

Investing activities

(56.8)

(37.1)

Financing activities

(15.5)

(41.9)

Increase in cash, cash equivalents and restricted cash

84.5

84.4

Cash, cash equivalents and restricted cash - beginning of year

86.0

1.6

Cash, cash equivalents and restricted cash - end of year

170.5

86.0

Operating Activities

Cash provided by operating activities totaled $156.8 million in 2025, compared to $163.4 million in 2024, for a decrease of $6.6 million. The decrease was driven primarily by changes in operating assets and liabilities to support company growth, including revenue growth, partially offset by increased operating results. These changes in operating assets and liabilities drove a decrease in cash year-over-year with a use of cash of $79.9 million in 2025, compared to a use of $3.4 million in 2024. The changes in operating assets and liabilities year-over-year were primarily related decreases in cash from changes in contract assets and receivables of $127.9 million and $40.1 million, respectively, partially offset by increases in cash from changes in accounts payable and contract liabilities, net, of $74.1 million and $30.6 million, respectively.

Investing Activities

Cash used in investing activities totaled $56.8 million in 2025, compared to $37.1 million in 2024, an increase of $19.7 million in cash used for investing activities. The increase in cash used in investing activities was primarily due to higher capital expenditures of $18.6 million and lower net proceeds from sale or disposition of property, plant and equipment of $3.7 million, partially offset by proceeds from insurance contracts of $2.2 million in 2025.

Financing Activities

Cash used in financing activities totaled $15.5 million in 2025, compared to $41.9 million in 2024, a decrease of $26.4 million in cash used for financing activities. The decrease in cash used in financing activities was primarily the result of lower net cash outflows year-over-year. In 2025, cash outflows were from long-term debt repayments of $15.0 million under our Term Loan and $0.6 million for tax withholding on stock-based compensation. In 2024, cash outflows resulted from transfers to Centennial and MDU Resources of $179.0 million and net repayments of $168.5 million to the related-party cash management program, partially offset by the issuance of long-term debt under our Term Loan of $300.0 million.

Material Cash Requirements

As of December 31, 2025, the Company’s material cash requirements were as follows:

Less than 1 year

1-3 years

3-5 years

More than 5 years

Total

(In millions)

Long-term debt maturities*

15.0

30.0

240.0

—

285.0

Estimated interest payments**

16.5

30.5

11.8

—

58.8

Operating leases

37.8

40.6

13.4

8.2

100.0

__________________

*Unamortized debt issuance costs are excluded from the table.

** Represents the estimated interest payments associated with our long-term debt outstanding and associated unused commitment fees on the Revolving Credit Facility as of December 31, 2025, assuming current interest rates and expected amounts outstanding until their respective maturity dates over the periods indicated in the table above.

In the normal course of business, we enter into agreements, contracts and commitments that oblige us to make payments in the future. Information regarding our obligations under long-term debt and lease arrangements are provided in Note 7 – Debt and Note 8 – Leases, respectively, in the consolidated financial statements contained elsewhere in this 2025 Annual Report.

In addition, we participate in certain multiemployer defined benefit pension plans. We cannot reasonably estimate future payments for our obligation to these plans, which are dependent on a number of factors. Refer to Note 13 – Employee Benefit Plans in the consolidated financial statements contained elsewhere in this 2025 Annual Report.

Off-Balance Sheet Arrangements

As is common in our industry we have entered into certain off-balance sheet arrangements in the ordinary course of business that result in risks not directly reflected on our balance sheet. Our significant off-balance sheet transactions include surety guarantees, performance guarantees, letters of credit obligations and firm purchase commitments for maintenance items, materials and lease obligations.

Some of our customers require us to post performance bonds issued by a surety. Those bonds guarantee the customer that we will perform under the terms of a contract. In the event that we fail to perform under a contract, the customer may demand the surety to pay or perform under our bond. Surety bonds expire at various times ranging from final completion of a project to a period extending beyond contract completion in certain circumstances. Such amounts also can fluctuate from period to period based upon the mix and level of our bonded operating activity. Our relationship with our sureties is such that we will indemnify the sureties for any expenses they incur in connection with any of the bonds they issue on our behalf.

As of December 31, 2025 and 2024, we had approximately $2.10 billion and $2.05 billion in surety bonds outstanding, respectively. As of December 31, 2025 and 2024, approximately $1.66 billion and $1.75 billion of bonding was posted for E&M, respectively, and approximately $410.0 million and $296.3 million of bonding was posted for T&D, respectively. In addition, approximately $27.9 million and $8.2 million of bonding was posted for Corporate and other as of December 31, 2025 and 2024, respectively. These amounts were not reflected on the consolidated balance sheets as of December 31, 2025 and 2024. As of December 31, 2025 and 2024, the maximum potential amount of payments we would be required to make under the outstanding surety bonds was $767.7 million and $717.0 million, respectively.

Of the $27.9 million of bonding posted for Corporate and other as of December 31, 2025, $18.1 million was surety-backed standby letters of credit (“SBLOC”) that were issued during the fourth quarter of 2025. $15.4 million of the SBLOC balance was previously recognized as outstanding standby letters of credit under our Revolving Credit Facility, which is discussed below.

To date, we are not aware of any losses in connection with surety bonds that have been posted on our behalf, and we do not expect to incur significant losses in the foreseeable future. If we experience changes in our bonding relationships or if there are adverse changes in the surety industry, there would be no assurance that we would be able to effectuate alternatives to providing surety bonds to our customers or to obtain, on favorable terms, sufficient additional work that does not require surety bonds. Accordingly, a reduction in the availability of surety bonds could have a material adverse effect on our financial position, financial results, and cash flows.

We also guarantee obligations of our subsidiaries under certain contracts. Generally, we are liable under such an arrangement only if our subsidiary fails to perform its obligations under the contract. As of December 31, 2025 and 2024, the fixed maximum amounts guaranteed under these agreements aggregated to $641.1 million and $542.7 million, respectively. Historically, we have not incurred any substantial liabilities as a consequence of these guarantees. However, in the event of default under these guarantee obligations, we would be required to make payments to satisfy our guarantees.

In addition to the above guarantees, there were $2.2 million and $15.6 million of outstanding standby letters of credit for certain guarantees to third parties under our Revolving Credit Facility as of December 31, 2025 and 2024, respectively. In the event we default under these letter-of-credit obligations, we would be obligated for reimbursement of payments made under the letters of credit.

We do not have any other material financial guarantees or off-balance sheet arrangements other than those disclosed herein. For more information on the circumstances regarding our guarantees and off-balance sheet arrangements, refer to Note 14 – Commitments, Contingencies and Guarantees in the consolidated financial statements contained elsewhere in this 2025 Annual Report.

Recently Issued Accounting Pronouncements

For a discussion of recently issued accounting standards, refer to Note 2 – Basis of Presentation and Summary of Significant Accounting Policies in the consolidated financial statements contained elsewhere in this 2025 Annual Report.

Critical Accounting Estimates

We have prepared our consolidated financial statements in conformity with GAAP. The preparation of our consolidated financial statements requires management 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 financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Management reviews these estimates and assumptions based on historical experience, changes in business conditions and other relevant factors believed to be reasonable under the circumstances.

Critical accounting estimates are defined as estimates that require management to make assumptions about matters that are uncertain at the time the estimate was made, and changes in the estimates could have a material impact on our financial position or results of operations. Our critical accounting estimates are subject to judgments and uncertainties that affect the application of our significant accounting policies. As additional information becomes available, or actual amounts are determinable, the recorded estimates are revised. Consequently, our financial position or results of operations may be materially different when reported under varying conditions or when using different assumptions in the application of the following critical accounting estimates. For more information, refer to Note 2 – Basis of Presentation and Summary of Significant Accounting Policies in the consolidated financial statements contained elsewhere in this 2025 Annual Report.

Revenue Recognition

Under Accounting Standards Codification 606, Revenue from Contracts with Customers, revenue is recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The recognition of revenue requires us to make estimates and assumptions that affect the reported amounts of revenue. The accuracy of revenues reported on the consolidated financial statements depends on, among other things, our estimates of total costs to complete projects because we use the cost-to-cost measure of progress on construction contracts related to our specialty contracting services for revenue recognition.

To determine the proper revenue recognition method for contracts, we evaluate whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance obligation. This evaluation requires significant judgment and the decision to combine a group of contracts or separate the combined or single contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period. For most contracts, the customer contracts to provide a significant service of integrating a

complex set of tasks and components into a single project. Hence, our contracts are generally accounted for as one performance obligation.

We recognize construction contract revenue related to specialty contracting services over time using an input method based on the cost-to-cost measure of progress for contracts because it best depicts the transfer of assets to the customer which occurs as we incur costs on the contract. Under the cost-to-cost measure of progress, the costs incurred are compared with total estimated costs of a performance obligation. Revenues are recorded proportionately to the costs incurred. This method depends largely on the ability to make reasonably dependable estimates related to the extent of progress toward completion of the contract, contract revenues and contract costs. Since contract prices are generally set before the work is performed, the estimates pertaining to every project could contain significant unknown risks such as volatile labor, material and fuel costs, weather delays, adverse project site conditions, unforeseen actions by regulatory agencies, performance by subcontractors, job management and relations with project owners. Changes in estimates could have a material effect on our results of operations, financial position and cash flows.

For the years ended December 31, 2025 and 2024, we recognized a net increase in revenues of $151.4 million and $117.5 million, respectively, related to previously recognized deferred revenues that were included in Contract liabilities, net as of December 31, 2024 and 2023, respectively.

Several factors are evaluated in determining the bid price for construction contract work. These include, but are not limited to, the complexities of the job, past history performing similar types of work, seasonal weather patterns, competition and market conditions, job site conditions, work force safety, reputation of the project owner, availability of labor, materials and fuel, project location and project completion dates. As a project commences, estimates are continually monitored and revised as information becomes available and actual costs and conditions surrounding the job become known. If a loss is anticipated on a contract, the loss is immediately recognized.

Contracts are often modified to account for changes in contract specifications and requirements. We consider contract modifications to exist when the modification either creates new or changes the existing enforceable rights and obligations. Generally, contract modifications are for goods or services that are not distinct from the existing contract due to the significant integration of services provided in the context of the contract and are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction price and the measure of progress for the performance obligation to which it relates is recognized as an adjustment to revenue on a cumulative catch-up basis.

Our construction contracts generally contain variable consideration including liquidated damages, performance bonuses or incentives, claims, unpriced change orders and penalties or index pricing. The variable amounts usually arise upon achievement of certain performance metrics or change in project scope. We estimate the amount of revenue to be recognized on variable consideration using one of the two prescribed estimation methods, the expected value method or the most likely amount method, depending on which method best predicts the most likely amount of consideration we expect to be entitled to or expect to incur.

Assumptions as to the occurrence of future events and the likelihood and amount of variable consideration are made during the contract performance period. Estimates of variable consideration and assessment of anticipated performance and all information (historical, current and forecasted) that is reasonably available to management. We only include variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved.

Changes in circumstances could impact our estimates made in determining the value of variable consideration recorded. When determining if the variable consideration is constrained, we consider if factors exist that could increase the likelihood of the magnitude of a potential reversal of revenue. We update our estimate of the transaction price each reporting period and the effect of variable consideration on the transaction price is recognized as an adjustment to revenue on a cumulative catch-up basis.

Changes in cost estimates on certain contracts can arise from, but are not limited to, changes in productivity and performance expectations, availability of skilled labor in geographic locations of such projects, costs of labor and/or materials, changes in subcontractor productivity and performance, and extended overhead due to weather or other delays. These changes in estimates may result in the issuance of change orders, which can be approved or unapproved by the customer, or the assertion of contract claims. The Company recognizes amounts associated with change orders and claims as revenue if it is probable that the contract price will be adjusted and the amount of any such adjustment can be reasonably estimated.

Change orders and claims are negotiated in the normal course of business and represent management’s estimates of additional contract revenues that have been earned and are probable of collection. To support these requirements, the existence

of the following items must be satisfied: (i) the contract or other evidence provides a legal basis for the claim or a legal opinion has been obtained, stating that, under the circumstances, there is a reasonable basis to support the claim; (ii) additional costs are caused by circumstances that were unforeseen at the contract date and are not the result of deficiencies in our performance; (iii) costs associated with the claim are identifiable or otherwise determinable and are reasonable in view of the work performed; and (iv) the evidence supporting the claim is objective and verifiable, not based on management’s subjective evaluation of the situation or on unsupported representations.

As of December 31, 2025 and 2024, $69.9 million and $56.2 million, respectively, of unexecuted change orders were included in contract transaction price and in Contract assets or Contract liabilities, net on the consolidated balance sheets. We were in the process of negotiating execution of these change orders in the normal course of business and the recognized amounts represent our best estimates of additional contract revenues for which it is not probable that a significant reversal of the revenue amounts will occur in the future.

As of December 31, 2025 and 2024, the Company recorded loss provisions of $2.0 million and $1.0 million, respectively, in Contract liabilities, net on the consolidated balance sheets related to these contracts that is still being completed and remains recorded.

We had claim positions of $25.8 million and $54.9 million that were excluded from the contract transaction price as of December 31, 2025 and 2024, respectively. The Company continues to evaluate these active claims. The Company recognized $3.6 million in pre-tax income related to settled claims during the year ended December 31, 2025.

We received notification in October 2023 from a customer on a large project with a contract that was billed on a time and materials basis with no stated maximum price, that it is withholding payment of approximately $31.3 million on remaining outstanding billings, including retention. We believe we have substantial defenses against these claims based upon the terms of the contract and we have performed under the terms of the contract. Therefore, we believe collection of the remaining outstanding billings, including retention, is probable and, as a result, we have recognized the revenue from this project in our results. However, there is uncertainty surrounding this matter, including the potential long-term nature of dispute resolution, filing a lien on the property and the broad range of possible consideration amounts as a result of negotiations and potential litigation to resolve the dispute.

Additionally, the cost-to-cost method of accounting requires us to make estimates about the expected revenue and gross profit on each of our contracts in progress. Changes in estimates may result from contract modifications, which affect the estimated progress of the related performance obligations. As a result, we recognize additional revenue on a cumulative catch-up basis in the current period from performance obligations that were satisfied or partially satisfied in prior periods or the reversal of previously recognized revenue if the current estimated progress is less than the previous estimate. In some instances, contract modifications may occur after completion of work under the contract. Changes in estimates can also result in contract losses, which are recognized in full when they are determined to be probable and can be reasonably estimated.

Since these changes in estimates could significantly affect our profitability, we review and update contract-related estimates regularly and recognize adjustments in estimated gross profit on contracts under the cumulative catch-up method. Under this method, the cumulative impact to gross profit is recognized in the period that the adjustment is identified. As such, future operating revenues and gross profit of contract performance are recognized using the adjusted estimates.

Changes in estimates associated with performance obligations that were satisfied or partially satisfied in prior periods, positively net impacted operating revenues, and in turn gross profit, by $113.7 million and $83.4 million for the years ended December 31, 2025 and 2024, respectively. As a result, net income was positively net impacted by $83.7 million and $61.9 million and diluted EPS by $1.64 and $1.21, respectively.

For the years ended December 31, 2025 and 2024, net changes in estimates pertaining to certain projects, each individually positively or negatively affecting profitability in excess of $1.0 million, positively net impacted operating revenues, and in turn gross profit, by $60.1 million and $28.6 million, respectively, which resulted in positive net impacts to net income of $44.2 million and $21.3 million and diluted EPS of $0.87 and $0.42, respectively.

The changes in estimates resulted from changes in performance estimates due to revisions to total estimated costs and/or anticipated contract value and from the mitigation of risks and contingencies as projects progressed to completion. The changes in estimates were made in the ordinary course of business and there were no changes that resulted in material amounts that should have been recognized in a prior period.

We believe our estimates surrounding the cost-to-cost method are reasonable based on the information that is known when the estimates are made. We have contract administration, accounting and management control systems in place that allow our

estimates to be updated and monitored on a regular basis. Because of the many factors that are evaluated in determining bid prices, it is inherent that our estimates have changed in the past and will continually change in the future as new information becomes available for each job.

Receivables and Allowance for Expected Credit Losses

Receivables consist primarily of trade receivables from the sale of goods and services net of expected credit losses.

Our expected credit losses are determined using historical credit loss experience, changes in asset-specific characteristics, current conditions, and reasonable and supportable future forecasts, among other specific account data. A review of our expected credit losses is performed at least quarterly. We are exposed to potential credit risk and other risk characteristics, including but not limited to, customer mix, knowledge of customers and general economic conditions of the various local economies, among others. If economic conditions or customer conditions deteriorate, we could experience an increase in our allowance for expected credit losses. Then, if management determines specific account balances are uncollectible, those receivable balances are written off. The year-to-date change in the credit loss provisions were due to outstanding receivable balances being collected that had been reserved for due to changes in economic factors related to certain customer accounts.

Goodwill

We perform our goodwill impairment testing annually in the fourth quarter. In addition, the test is performed on an interim basis whenever events or circumstances indicate that the carrying amount of goodwill may not be recoverable. Examples of such events or circumstances may include a significant adverse change in business climate, weakness in an industry in which our reporting units operate or recent significant cash or operating losses with expectations that those losses will continue.

We determined that the reporting units for our goodwill impairment test were our operating segments, or components of an operating segment, that constitute a business for which discrete financial information is available and for which segment management regularly reviews the operating results. As such, our reporting units were E&M, T&D, and Wagner Smith Equipment (“WSE”). Goodwill impairment, if any, is measured by comparing the fair value of each reporting unit to its carrying value. If the fair value of a reporting unit exceeds its carrying value, the goodwill of the reporting unit is not impaired. If the carrying value of a reporting unit exceeds its fair value, we must record a goodwill impairment loss for the amount that the carrying value of the reporting unit, including goodwill, exceeds the fair value of the reporting unit. For the years ended December 31, 2025 and 2024, there were no goodwill impairment losses recorded. At October 31, 2025, the fair value substantially exceeded the carrying value for all reporting units.

Determining the fair value of a reporting unit requires judgment and the use of significant estimates which include assumptions about our future revenue, profitability and cash flows, long-term growth rates, amount and timing of estimated capital expenditures, inflation rates, risk adjusted cost of capital, operational plans, and current and future economic conditions, among others.

The fair value of each reporting unit was determined using an income approach. We believe that the estimates and assumptions used in our goodwill impairment assessments were reasonable and based on available market information.

We used a discounted cash flow methodology for our income approach. Under the income approach, the discounted cash flow model determined fair value based on the present value of projected cash flows over a specified period and a residual value related to future cash flows beyond the projection period. Both values were discounted using a rate which reflected the best estimate of the risk adjusted cost of capital at each reporting unit. The risk adjusted cost of capital was 9.9% and 7.9% for the goodwill impairment tests performed in 2025 and 2024, respectively.

We used significant judgment in estimating our five-year forecast. The assumptions underlying cash flow projections were in sync as applicable with our strategy and assumptions. Future projections were heavily correlated with the results of operations of the current year. Future results of operations may vary due to economic and financial impacts. The long-term growth rates were developed by management based on industry data, management’s knowledge of the industry and management’s strategic plans. The long-term growth rate used for the goodwill impairment tests was 3.0% for both 2025 and 2024. In addition, the assumed tax rate used for the goodwill impairment tests was 26.8% in 2025 and 25.7% in 2024.

Insurance

We entered into an insurance arrangement in anticipation of the Separation. The insurance arrangement is subject to applicable insurance rules and regulations, and insures our exposure related to workers’ compensation, general liability and automobile liability on a primary basis. These policies are subject to certain self-insured limits. In connection with the

Separation, MDU Resources transferred assets and liabilities to us that represented our portion of the MDU Resources insurance captive program.

We also purchase excess coverage from unrelated insurance carriers and obtain third-party coverage for other forms of insurance including, but not limited to, excess liability, contractors pollution liability, directors and officers liability and employment practices liability. These policies are subject to certain deductible thresholds.

For certain health benefit plans, we carry insurance policies that are subject to stop-loss limits for qualified individuals. Potential losses up to the deductible for each line of coverage and stop-loss amounts are accrued based on estimates of the expected liability that will be paid for known or reported claims and an estimate for claims incurred but not yet reported. The insurance claims and accruals are based on historical trends, actuarial estimates and known facts.

Income Tax

We recognize deferred federal and state income taxes on all temporary differences between the book and tax basis of our assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. Such assets and liabilities arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net operating loss. We evaluate the recoverability of these future tax deductions by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings, and available tax planning strategies. These sources of income rely heavily on estimates; we use our historical experience as well as our short- and long-range business forecasts to provide insight.

Valuation allowances are recorded to reduce the deferred tax assets to an amount that will more-likely-than-not be realized. In making such determinations, we consider all available evidence, including recent financial operations, projected future taxable income, scheduled reversals of deferred tax liabilities, tax planning strategies, and the length of tax asset carryforward periods. The realization of deferred tax assets is primarily dependent on our ability to generate sufficient future taxable earnings in certain jurisdictions.

If circumstances related to our deferred tax assets change in the future, we may be required to increase or decrease the valuation allowance on these assets, resulting in an increase or decrease in income tax expense and a reduction or increase in net income.

Our income tax provisions are based on calculations and assumptions that are subject to examination by U.S. federal and state tax authorities. Our provision for income taxes is subject to volatility and could be favorably or adversely affected by changes in the valuation of deferred tax assets and liabilities, expiration of or lapses in tax-related legislation and incentives, tax effects of nondeductible compensation, changes in accounting principles or by changes in tax laws and regulations.

We record uncertain tax positions in accordance with accounting guidance on accounting for income taxes on the basis of a two-step process in which (i) we determine whether it is more-likely-than-not that the tax position will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of the tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

Our policy is to adjust these reserves when facts and circumstances change, such as the settlement or effective settlement of positions with the relevant taxing authorities. We have provided for the amounts we believe will ultimately result from these changes; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. Such differences will be reflected as increases or decreases to income tax expense in the period in which they are determined.