DYCOM INDUSTRIES INC

Current report

Our pending acquisition of Power Solutions may create incremental business and regulatory risks.

Current report

On November 18, 2025, the Company entered into an agreement to acquire Power Solutions. Consummation of the pending acquisition is subject to various risks and uncertainties, and if we are successful in completing the acquisition, we will be subject to other risks, including, among others: the expected timing and likelihood of completion of the proposed transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory clearance of the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the Purchase Agreement or that a condition to closing of the proposed transaction may not be satisfied; the risk that we are unable to successfully integrate Power Solutions’ operations and employees and realize its benefits at the times and to the extent anticipated; the potential impact of the consummation of the proposed transaction on the Company’s relationships, including with customers, employees, suppliers, and competitors; the inability to consummate the proposed transaction due to the failure to satisfy other conditions to complete the proposed transaction; the risk that the proposed transaction disrupts our current plans and operations; the ability to identify and recognize, including on the expected timeline, the anticipated benefits and synergies of the proposed transaction; the amount of the costs, fees, expenses and charges related to the proposed transaction; assumption of costs and liabilities of an acquired business, including unforeseen or contingent liabilities or liabilities in excess of the amounts estimated; the risk that results are different from those contained in forecasts when made; the risk that proposed transaction and/or integration costs or dis-synergies are greater than expected; the availability of financing and our ability to maintain an investment grade credit rating; failure to retain and motivate key management and employees of Power Solutions; the risk that management’s attention is diverted from other matters; difficulties in applying our internal control over financial reporting and disclosure controls and procedures to an acquired business; the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed transaction; the outcome of any legal proceedings that may be instituted following announcement of the proposed transaction; and other risks described in our filings with the SEC.