DYCOM INDUSTRIES INC

Previous wording

We are a leading provider of specialty contracting services focused on the digital infrastructure, telecommunications and utilities industries throughout the United States. These services include program management, planning, engineering and design; aerial, underground, and wireless construction; maintenance; and fulfillment services for telecommunications and digital infrastructure providers. We also provide underground facility locating services for various utilities, including telecommunications providers, as well as other construction and maintenance services for electric and gas utilities. Additionally, we provide comprehensive building infrastructure solutions, including electrical, energy management, security, and fire safety systems for data centers and other critical facilities. We supply the labor, tools, and equipment necessary to provide these services to our customers.

Current wording

We are a leading provider of specialty contracting services focused on the digital infrastructure, telecommunications and utilities industries throughout the United States. These services include program management, planning, engineering and design; aerial, underground, and wireless construction; maintenance; and fulfillment services for telecommunications and digital infrastructure providers. We also provide underground facility locating services for various utilities, including telecommunications providers, as well as other construction and maintenance services for electric and gas utilities. Additionally, we provide comprehensive building infrastructure solutions, including electrical, energy management, inside-plant structured cabling, and advanced audio-visual, security, and fire safety systems for data centers and other critical facilities. We supply the labor, tools, and equipment necessary to provide these services to our customers.

Previous wording

Our customer base is highly concentrated. The following reflects the percentage of total contract revenues from customers who contributed at least 10% to our total contract revenues during the three months ended May 2, 2026 and April 26, 2025:

Current wording

Our customer base is highly concentrated. The following reflects the percentage of total contract revenues from customers who contributed at least 10% to our total contract revenues during the three and six months ended August 1, 2026 and July 26, 2025:

Previous wording

We perform a majority of our services under master service agreements and other contracts that contain customer-specified service requirements. These agreements include discrete pricing for individual tasks. We generally possess multiple agreements with each of our significant customers. To the extent that such agreements specify exclusivity, there are often exceptions, including the ability of the customer to issue work orders valued above a specified dollar amount to other service providers, the performance of work with the customer’s own employees, and the use of other service providers when jointly placing facilities with another utility. In many cases, a customer may terminate an agreement for convenience. Historically, multi-year master service agreements have been awarded primarily through a competitive bidding process; however, occasionally we are able to negotiate extensions to these agreements. We provide the remainder of our services pursuant to contracts for specific projects. These contracts may be long-term (with terms greater than one year) or short-term (with terms less than one year) and at times include retainage provisions under which the customer may withhold 5% to 10% of the invoiced amounts pending project completion and closeout. Contract revenues from multi-year master service agreements and other long-term contracts, as a percentage of contract revenues, was 95.5% and 92.5% for the three months ended May 2, 2026 and April 26, 2025

Current wording

We perform a majority of our services under master service agreements and other contracts that contain customer-specified service requirements. These agreements include discrete pricing for individual tasks. We generally possess multiple agreements with each of our significant customers. To the extent that such agreements specify exclusivity, there are often exceptions, including the ability of the customer to issue work orders valued above a specified dollar amount to other service providers, the performance of work with the customer’s own employees, and the use of other service providers when jointly placing facilities with another utility. In many cases, a customer may terminate an agreement for convenience. Historically, multi-year master service agreements have been awarded primarily through a competitive bidding process; however, occasionally we are able to negotiate extensions to these agreements. We provide the remainder of our services pursuant to contracts for specific projects. These contracts may be long-term (with terms greater than one year) or short-term (with terms less than one year) and at times include retainage provisions under which the customer may withhold 5% to 10% of the invoiced amounts pending project completion and closeout. Contract revenues from multi-year master service agreements and other long-term contracts, as a percentage of contract revenues, was 94.0% and 92.3% for the three months ended August 1, 2026 and July 26, 2025

Previous wording

Results of the business acquired are included our condensed consolidated financial statements from the date of acquisition and represents the newly formed Building Systems reportable segment. For additional information on our reportable segments, including the results of the Building Systems segment, see Note 20, Segment Reporting..

Current wording

Results of the businesses acquired are included in our condensed consolidated financial statements from their respective dates of acquisition and represent the newly formed Building Systems reportable segment. For additional information on our reportable segments, including the results of the Building Systems segment, see Note 20, Segment Reporting.

Previous wording

For certain contracts, representing 22% and 1%, respectively, of contract revenues during each of the three months ended May 2, 2026 and April 26, 2025, we use the cost-to-cost measure of progress. These contracts are generally projects that are completed over a period of less than twelve months. Under the cost-to-cost measure of progress, the extent of progress toward completion is measured based on the ratio of costs incurred to date to the total estimated costs. Contract costs include direct labor, direct materials, and subcontractor costs, as well as an allocation of indirect costs. Contract revenues are recorded as costs are incurred. We accrue the entire amount of a contract loss, if any, at the time the loss is determined to be probable and can be reasonably estimated. Our estimates of total contract revenue and total contract costs are subject to ongoing evaluation and revision throughout the life of the contract. Changes in these estimates can result in the recognition of revenue in a current period for performance obligations that were satisfied or partially satisfied in prior periods. Conversely, revisions may result in the reversal of previously recognized revenue if the currently estimated total revenue is less than the previous estimate, or if estimated total contract costs increase. During the three months ended May 2, 2026 and April 26, 2025, the net impact of such changes in estimates on our recognized revenue was not material to our condensed consolidated financial statements. There were no material amounts of unapproved change orders included in revenue during the three months ended May 2, 2026 and April 26, 2025.

Current wording

For certain contracts, representing 22% and 2%, respectively, of contract revenues during each of the six months ended August 1, 2026 and July 26, 2025, we use the cost-to-cost measure of progress. These contracts are generally projects that are completed over a period of less than twelve months. Under the cost-to-cost measure of progress, the extent of progress toward completion is measured based on the ratio of costs incurred to date to the total estimated costs. Contract costs include direct labor, direct materials, and subcontractor costs, as well as an allocation of indirect costs. Contract revenues are recorded as costs are incurred. We accrue the entire amount of a contract loss, if any, at the time the loss is determined to be probable and can be reasonably estimated. Our estimates of total contract revenue and total contract costs are subject to ongoing evaluation and revision throughout the life of the contract. Changes in these estimates can result in the recognition of revenue in a current period for performance obligations that were satisfied or partially satisfied in prior periods. Conversely, revisions may result in the reversal of previously recognized revenue if the currently estimated total revenue is less than the previous estimate, or if estimated total contract costs increase. During the six months ended August 1, 2026 and July 26, 2025, the net impact of such changes in estimates on our recognized revenue was not material to our condensed consolidated financial statements. There were no material amounts of unapproved change orders included in revenue during the six months ended August 1, 2026 and July 26, 2025.

Previous wording

Other Income, Net. Other income, net, primarily consists of gains or losses from sales of fixed assets. Other income, net also includes discount fee expense associated with the collection of accounts receivable under a customer-sponsored vendor payment program.

Current wording

Other Income, Net. Other income, net, primarily consists of gains or losses from sales of fixed assets. Other income, net also includes discount fee expense associated with the collection of accounts receivable which have been sold pursuant to a non-recourse sale to a bank partner.

Previous wording

Contract Revenues. Contract revenues were $1.965 billion during the three months ended May 2, 2026 compared to $1.259 billion during the three months ended April 26, 2025. Contract revenues from acquired businesses were $395.4 million for the three months ended May 2, 2026. Acquired revenues represent contract revenues from an acquired business that were not owned for the full period in both the current and comparable prior periods. Excluding amounts generated by the acquired business, contract revenues increased by $310.8 million during the three months ended May 2, 2026 compared to the three months ended April 26, 2025, primarily due to net revenue increases in fiber-to-the-home deployments, including rural fiber deployment programs.

Current wording

Contract Revenues. Contract revenues were $2.006 billion during the three months ended August 1, 2026 compared to $1.378 billion during the three months ended July 26, 2025. Contract revenues from acquired businesses were $397.5 million for the three months ended August 1, 2026. Acquired revenues represent contract revenues from acquired businesses that were not owned for the full period in both the current and comparable prior periods. Excluding amounts generated by the acquired businesses, contract revenues increased by $230.5 million during the three months ended August 1, 2026 compared to the three months ended July 26, 2025, primarily due to net revenue increases in fiber-to-the-home deployments, including rural fiber deployment programs.

Previous wording

Costs of Earned Revenues. Costs of earned revenues increased to $1.578 billion, or 80.3% of contract revenues, during the three months ended May 2, 2026 compared to $1.011 billion, or 80.3% of contract revenues, during the three months ended April 26, 2025. The primary components of the increase were a $397.6 million aggregate increase in direct labor and subcontractor costs, a $130.4 million increase in direct materials expense, a $20.9 million increase in equipment and fuel costs, and a $18.1 million increase in other direct costs.

Current wording

Costs of Earned Revenues. Costs of earned revenues increased to $1.565 billion, or 78.0% of contract revenues, during the three months ended August 1, 2026 compared to $1.070 billion, or 77.7% of contract revenues, during the three months ended July 26, 2025. The primary components of the increase were a $363.1 million aggregate increase in direct labor and subcontractor costs, a $92.3 million increase in direct materials expense, a $19.9 million increase in equipment and fuel costs, and a $19.7 million increase in other direct costs.

Previous wording

Costs of earned revenues as a percentage of contract revenues remained flat during the three months ended May 2, 2026 compared to the three months ended April 26, 2025. Labor and subcontracted labor costs decreased 3.0% primarily due to the mix of work performed during the three months ended May 2, 2026. Direct material costs increased 4.7% primarily as a result of our mix of work in which we provide materials for customers. Other costs decreased 1.7% on a net basis as a percentage of contract revenues for the three months ended May 2, 2026 compared to the three months ended April 26, 2025.

Current wording

Costs of earned revenues as a percentage of contract revenues increased 0.3% during the three months ended August 1, 2026 compared to the three months ended July 26, 2025. Direct material costs increased 2.9% primarily as a result of our mix of work in which we provide materials for customers during the three months ended August 1, 2026. Labor and subcontracted labor costs decreased 1.5% primarily due to the mix of work performed. Other costs decreased 1.1% on a net basis as a percentage of contract revenues for the three months ended August 1, 2026 compared to the three months ended July 26, 2025.

Previous wording

General and Administrative Expenses. General and administrative expenses increased to $131.3 million, or 6.7% of contract revenues, during the three months ended May 2, 2026 compared to $103.7 million, or 8.2% of contract revenues, during the three months ended April 26, 2025. The increase in total general and administrative expenses during the three months ended May 2, 2026 is primarily due to increased administrative, payroll, performance based compensation, and other costs, including incremental general administrative expenses from acquired businesses.

Current wording

General and Administrative Expenses. General and administrative expenses increased to $132.9 million, or 6.6% of contract revenues, during the three months ended August 1, 2026 compared to $106.8 million, or 7.8% of contract revenues, during the three months ended July 26, 2025. The increase in total general and administrative expenses during the three months ended August 1, 2026 is primarily due to increased administrative, payroll, performance based compensation, and other costs, including incremental general administrative expenses from acquired businesses.

Previous wording

Depreciation and Amortization. Depreciation expense was $53.4 million, or 2.7% of contract revenues, during the three months ended May 2, 2026 compared to $46.4 million, or 3.7% of contract revenues, during the three months ended April 26, 2025. The increase in depreciation expense during the three months ended May 2, 2026 is primarily due to higher capital expenditures to support our growth in operations, the normal replacement cycle of fleet assets, and depreciation from acquired businesses.

Current wording

Depreciation and Amortization. Depreciation expense was $55.2 million, or 2.7% of contract revenues, during the three months ended August 1, 2026 compared to $48.9 million, or 3.6% of contract revenues, during the three months ended July 26, 2025. Depreciation expense was $108.5 million, or 2.7% of contract revenues, during the six months ended August 1, 2026 compared to $95.3 million, or 3.6% of contract revenues, during the six months ended July 26, 2025. The increase in depreciation expense during the three and six months ended August 1, 2026 is primarily due to higher capital expenditures to support our growth in operations, the normal replacement cycle of fleet assets, and depreciation from acquired businesses.

Previous wording

Amortization expense was $58.3 million and $12.0 million during the three months ended May 2, 2026 and April 26, 2025, respectively. The increase in amortization expense during the three months ended May 2, 2026 is due to the increase in amortizing intangibles from acquired businesses.

Current wording

Amortization expense was $60.5 million and $11.9 million during the three months ended August 1, 2026 and July 26, 2025, respectively and $118.8 million and $23.9 million during the six months ended August 1, 2026 and July 26, 2025, respectively. The increase in amortization expense during the three and six months ended August 1, 2026 is due to the increase in amortizing intangibles from acquired businesses.

Previous wording

Interest Expense, Net. Interest expense, net was $35.5 million and $14.0 million during the three months ended May 2, 2026 and April 26, 2025, respectively, as a result of higher outstanding borrowings and lower market interest rates during the current period.

Current wording

Interest Expense, Net. Interest expense, net was $38.0 million and $15.6 million during the three months ended August 1, 2026 and July 26, 2025, respectively and $73.5 million and $29.6 million during the six months ended August 1, 2026 and July 26, 2025, respectively, as a result of higher outstanding borrowings during the current period.

Previous wording

Other (Expense) Income, Net. Other expense, net was $1.5 million during the three months ended May 2, 2026 and other income, net was $7.3 million during the three months ended April 26, 2025. Gain on sale of fixed assets, net was $2.0 million and $9.8 million during the three months ended May 2, 2026 and April 26, 2025, respectively. The change in other income, net is primarily a function of the number of assets sold and prices obtained for those assets during each respective period. Other income, net also reflects $5.1 million and $3.6 million of expense during the three months ended May 2, 2026 and April 26, 2025 respectively, associated with the non-recourse sale of accounts receivable under a customer-sponsored vendor payment program.

Current wording

Other (Expense) Income, Net. Other expense, net was $0.1 million and $1.6 million during the three and six months ended August 1, 2026, respectively, and other income, net was $6.8 million and $14.1 million, respectively, during the three and six months ended July 26, 2025. Gain on sale of fixed assets, net was $2.3 million and $10.1 million during the three months ended August 1, 2026 and July 26, 2025, respectively and $4.3 million and $19.9 million during the six months ended August 1, 2026 and July 26, 2025, respectively. The change in other (expense) income, net is primarily a function of the number of assets sold and prices obtained for those assets during each respective period. Other (expense) income, net also reflects $3.2 million and $4.2 million of expense during the three months ended August 1, 2026 and July 26, 2025 respectively and $8.3 million and $7.8 million of expense during the six months ended August 1, 2026 and July 26, 2025, respectively, associated with the collection of accounts receivable which have been sold pursuant to a non-recourse sale to a bank partner.

Previous wording

Income Taxes. The following table presents our income tax provision and effective income tax rate for the three months ended May 2, 2026 and April 26, 2025 (dollars in millions):

Current wording

Income Taxes. The following table presents our income tax provision and effective income tax rate for the three and six months ended August 1, 2026 and July 26, 2025 (dollars in millions):

Previous wording

Our effective income tax rate was 14.5% and 22.3% for the three months ended May 2, 2026 and April 26, 2025, respectively. The interim income tax provisions are based on the effective income tax rate expected to be applicable for the full fiscal year, adjusted for specific items that are required to be recognized in the period in which they occur. The effective tax rate differs from the statutory rate primarily due to the difference in income tax rates from state to state where work was performed, non-deductible and non-taxable items, tax credits recognized, the tax effects of the vesting and exercise of share-based awards, and changes in unrecognized tax benefits. Deferred tax assets and liabilities are based on the enacted tax rate that will apply in future periods when such assets and liabilities are expected to be settled or realized.

Current wording

Our effective income tax rate was 24.9% and 25.7% for the three months ended August 1, 2026 and July 26, 2025, respectively, and 20.6% and 24.4% for the six months ended August 1, 2026 and July 26, 2025. The interim income tax provisions are based on the effective income tax rate expected to be applicable for the full fiscal year, adjusted for specific items that are required to be recognized in the period in which they occur. The effective tax rate differs from the statutory rate primarily due to the difference in income tax rates from state to state where work was performed, non-deductible and non-taxable items, tax credits recognized, the tax effects of the vesting and exercise of share-based awards, and changes in unrecognized tax benefits. Deferred tax assets and liabilities are based on the enacted tax rate that will apply in future periods when such assets and liabilities are expected to be settled or realized.

Previous wording

Net Income. Net income was $91.3 million for the three months ended May 2, 2026 compared to $61.0 million for the three months ended April 26, 2025.

Current wording

Net Income. Net income was $115.6 million for the three months ended August 1, 2026 compared to $97.5 million for the three months ended July 26, 2025. Net income was $206.9 million for the six months ended August 1, 2026 compared to $158.5 million for the six months ended July 26, 2025.

Previous wording

Through October 25, 2025, we reported our results under a single reportable segment. During the fourth quarter of fiscal 2026, in connection with the acquisition of Power Solutions, we reevaluated our reportable segments which resulted in the transition from a single reportable segment to two reportable segments: Communications and Building Systems. See Note 20, Segment Reportingfor additional information. Common administrative support for operating companies require that certain allocations be made to determine segment profitability, including allocations of corporate shared and indirect operating costs, as well as general and administrative costs. Certain corporate costs are not allocated, including certain acquisition and integration costs, interest expense (income) and loss on debt extinguishment. The following table sets forth segment and consolidated contract revenues, segment and consolidated income before income taxes and segment and consolidated Non-GAAP Adjustment EBITDA for the periods indicated and the amounts as a percentage of segment and consolidated contract revenues, respectively, as well as the dollar and percentage change from the prior period (totals may not add due to rounding) (dollars in millions):

Current wording

Through October 25, 2025, we reported our results under a single reportable segment. During the fourth quarter of fiscal 2026, in connection with the acquisition of Power Solutions, we reevaluated our reportable segments which resulted in the transition from a single reportable segment to two reportable segments: Communications and Building Systems. See Note 20, Segment Reportingfor additional information. Common administrative support for operating companies require that certain allocations be made to determine segment profitability, including allocations of corporate shared and indirect operating costs, as well as general and administrative costs. Certain corporate costs are not allocated, including certain acquisition and integration costs, credit agreement and senior notes interest expense, interest income on invested balances and loss on debt extinguishment. The following table sets forth segment and consolidated contract revenues, segment and consolidated income before income taxes and segment and consolidated Non-GAAP Adjustment EBITDA for the periods indicated and the amounts as a percentage of segment and consolidated contract revenues, respectively, as well as the dollar and percentage change from the prior period (totals may not add due to rounding) (dollars in millions):

Previous wording

Contract Revenues. The increase in contract revenues for the three months ended May 2, 2026 compared to the three months ended April 26, 2025 was primarily due to net increases in fiber-to-the-home deployments, including rural fiber deployment programs.

Current wording

Contract Revenues. The increase in contract revenues for the three and six months ended August 1, 2026 compared to the three and six months ended July 26, 2025 was primarily due to net increases in fiber-to-the-home deployments, including rural fiber deployment programs.

Previous wording

Income before income taxes. The increase in income before income taxes for the three months ended May 2, 2026 compared to the three months ended April 26, 2025 was primarily due improved operating leverage resulting from higher contract revenues.

Current wording

Income before income taxes. The decrease in income before income taxes for the three months ended August 1, 2026 compared to the three months ended July 26, 2025 was primarily due to the mix of work performed, general and administrative costs to scale our operations and lower gain on sales of fixed assets. The increase in income before income taxes for the six months ended August 1, 2026 compared to the six months ended July 26, 2025 was primarily due improved operating leverage resulting from higher contract revenues.

Previous wording

Non-GAAP Adjusted EBITDA. The increase in Non-GAAP Adjusted EBITDA for the three months ended May 2, 2026 compared to the three months ended April 26, 2025 was primarily due improved operating leverage resulting from higher contract revenues.

Current wording

Non-GAAP Adjusted EBITDA. The increase in Non-GAAP Adjusted EBITDA for the three and six months ended August 1, 2026 compared to the three and six months ended July 26, 2025 was primarily due to higher contract revenues.

Previous wording

Contract Revenues. The increase in contract revenues for the three months ended May 2, 2026 compared to the three months ended April 26, 2025 was due to revenues from the business acquired in fiscal 2026.

Current wording

Contract Revenues. The increase in contract revenues for the three and six months ended August 1, 2026 compared to the three and six months ended July 26, 2025 was due to revenues from the businesses acquired in fiscal 2026 and fiscal 2027.

Previous wording

Income before income taxes. The increase in income before income taxes for the three months ended May 2, 2026 compared to the three months ended April 26, 2025 was due to the business acquired in fiscal 2026. Income before income taxes is impacted by amortization expense resulting from the application of acquisition accounting for the acquired business, which resulted in $45.9 million of amortization expense associated with finite-lived intangible assets related to customer relationships, backlog and trade names identified during the preliminary purchase price allocation. We expect these non-cash charges to continue to impact segment operating results in future periods as the economic value of the acquired intangibles is realized.

Current wording

Income before income taxes. The increase in income before income taxes for the three and six months ended August 1, 2026 compared to the three and six months ended July 26, 2025 was due to the businesses acquired in fiscal 2026 and fiscal 2027. Income before income taxes is impacted by amortization expense resulting from the application of acquisition accounting for the acquired businesses, which resulted in $48.1 million and $94.0 million of amortization expense for the three and six months ended August 1, 2026 associated with finite-lived intangible assets related to customer relationships, backlog and trade names identified during the preliminary purchase price allocation. We expect these non-cash charges to continue to impact segment operating results in future periods as the economic value of the acquired intangibles is realized.

Previous wording

Non-GAAP Adjusted EBITDA. The increase in Non-GAAP Adjusted EBITDA for the three months ended May 2, 2026 compared to the three months ended April 26, 2025 was due to the results of the business acquired in fiscal 2026.

Current wording

Non-GAAP Adjusted EBITDA. The increase in Non-GAAP Adjusted EBITDA for the three and six months ended August 1, 2026 compared to the three and six months ended July 26, 2025 was due to the results of the businesses acquired in fiscal 2026 and fiscal 2027.

Previous wording

The increase in corporate and non-allocated costs during the three months ended May 2, 2026 compared to the three months ended April 26, 2025 resulted from increased interest expense.

Current wording

The increase in corporate and non-allocated costs during the three and six months ended August 1, 2026 compared to the three and six months ended July 26, 2025 resulted from increased interest expense.

Previous wording

We are subject to concentrations of credit risk relating primarily to our cash and equivalents, accounts receivable, and contract assets. Cash and equivalents primarily include balances on deposit with banks and totaled $538.8 million as of May 2, 2026 compared to $709.2 million as of January 31, 2026. We maintain our cash and equivalents at financial institutions we believe to be of high credit quality. For all periods presented, we have not experienced any loss or lack of access to cash in our operating accounts.

Current wording

We are subject to concentrations of credit risk relating primarily to our cash and equivalents, accounts receivable, and contract assets. Cash and equivalents primarily include balances on deposit with banks and totaled $340.1 million as of August 1, 2026 compared to $709.2 million as of January 31, 2026. We maintain our cash and equivalents at financial institutions we believe to be of high credit quality. For all periods presented, we have not experienced any loss or lack of access to cash in our operating accounts.

Previous wording

Sources of Cash. Our sources of cash are operating activities, long-term debt, equity offerings, bank borrowings, proceeds from the sale of idle and surplus equipment and real property, and stock option proceeds. Cash flow from operations is primarily influenced by demand for our services and operating margins, but can also be influenced by working capital needs associated with the services that we provide. In particular, working capital needs may increase when we have growth in operations and where project costs, primarily associated with labor, subcontractors, equipment, and materials, are required to be paid before the related customer balances owed to us are invoiced and collected. Our working capital (total current assets less total current liabilities, excluding the current portion of debt) was $1,827.0 million as of May 2, 2026 compared to $1,754.0 million as of January 31, 2026.

Current wording

Sources of Cash. Our sources of cash are operating activities, long-term debt, equity offerings, bank borrowings, proceeds from the sale of idle and surplus equipment and real property, and stock option proceeds. Cash flow from operations is primarily influenced by demand for our services and operating margins, but can also be influenced by working capital needs associated with the services that we provide. In particular, working capital needs may increase when we have growth in operations and where project costs, primarily associated with labor, subcontractors, equipment, and materials, are required to be paid before the related customer balances owed to us are invoiced and collected. Our working capital (total current assets less total current liabilities, excluding the current portion of debt) was $1,780.8 million as of August 1, 2026 compared to $1,754.0 million as of January 31, 2026.

Previous wording

Acquisition of Power Solutions, LLC (“Power Solutions”). On November 18, 2025, the Company entered into an agreement to acquire Power Solutions for a purchase price of $1.95 billion. Power Solutions specializes in providing electrical infrastructure solutions for data centers and other critical facilities. In connection with the Company’s entry into the Purchase Agreement, on November 18, 2025, we also entered into a debt commitment letter with Bank of America, N.A., BOFA Securities, Inc. and Goldman Sachs Bank USA (collectively, the “Commitment Parties”), pursuant to which certain of the Commitment Parties have committed to provide (i) a $1,000 million senior secured term loan A facility (the “Term Loan A Facility”), (ii) a $700 million 364 day senior secured bridge loan facility (the “Bridge Facility” and, together with the Term Loan A Facility, the “Acquisition Facilities”) and (iii) a $445 million senior secured term loan A backstop facility (the “Backstop Facility”), in each case, subject to customary conditions as set forth therein. The net proceeds of (i) the Backstop Facility were used to refinance existing indebtedness of the Company in order to permit the incurrence of the Acquisition Facilities and the consummation of the transaction and (ii) the Acquisition Facilities were used to pay a portion of the costs associated with the transactions contemplated under the Purchase Agreement, including the repayment of certain existing indebtedness of Power Solutions and any related fees and expenses. For more information, refer to Note 14, Debt, in the Notes to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10‑Q.

Current wording

Acquisition of Power Solutions, LLC (“Power Solutions”). On November 18, 2025, the Company entered into an agreement to acquire Power Solutions for a purchase price of $1.95 billion. Power Solutions specializes in providing electrical infrastructure solutions for data centers and other critical facilities. See Note 5, Acquisitions, for additional information regarding the acquisition.

Previous wording

Net Cash Flows. The following table presents our net cash flows for the three months ended May 2, 2026 and April 26, 2025 (dollars in millions):

Current wording

Net Cash Flows. The following table presents our net cash flows for the six months ended August 1, 2026 and July 26, 2025 (dollars in millions):

Previous wording

Cash used in Operating Activities. Depreciation and amortization, non-cash lease expense, stock-based compensation, amortization of debt issuance costs, deferred income taxes, gain on sale of fixed assets and provision for (recovery of) bad debt were the primary non-cash items in cash flows from operating activities during the current and prior periods.

Current wording

Cash Provided by Operating Activities. Depreciation and amortization, non-cash lease expense, stock-based compensation, amortization of debt issuance costs, deferred income taxes, gain on sale of fixed assets and provision for (recovery of) bad debt were the primary non-cash items in cash flows from operating activities during the current and prior periods.

Previous wording

During the three months ended April 26, 2025, net cash used in operating activities was $54.0 million. Changes in working capital (excluding cash) and changes in other long-term assets and liabilities used $186.1 million of operating cash flow during the three months ended April 26, 2025. Changes that used operating cash flow during the three months ended April 26, 2025 included an increase in accounts receivable, in contract assets, net, in other current assets and inventories, and in other assets of $154.1 million, $20.1 million, $16.5 million, and $11.7 million, respectively and a decrease in accrued liabilities, net of $42.0 million. Changes that provided operating cash flow during the three months ended April 26, 2025 included an increase in accounts payable and net increase in income taxes payable of $40.9 million and $17.4 million, respectively.

Current wording

During the six months ended August 1, 2026, net cash provided by operating activities was $79.1 million. Changes in working capital (excluding cash) and changes in other long-term assets and liabilities used $428.1 million of operating cash flow during the six months ended August 1, 2026. Changes that used operating cash flow during the six months ended August 1, 2026 included increases in accounts receivable, contract assets, net, other current assets and inventories and other assets of $520.8 million, $30.3 million, $27.3 million, and $10.9 million, respectively. The increase in accounts receivable is attributable to growth in the business, including acquired balances. Changes that provided cash flow during the six months ended August 1, 2026 included an increase in accounts payable and accrued liabilities, of $117.5 million and $41.5 million, respectively, and a decrease in income taxes receivable $2.0 million.

Previous wording

Days sales outstanding (“DSO”) is calculated based on the ending balance of total current and non-current accounts receivable (including unbilled accounts receivable), net of the allowance for credit losses, and current contract assets, net of contract liabilities, divided by the average daily revenue for the most recently completed quarter. Our DSO was 96 as of May 2, 2026 compared to 111 as of April 26, 2025.

Current wording

Days sales outstanding (“DSO”) is calculated based on the ending balance of total current and non-current accounts receivable (including unbilled accounts receivable), net of the allowance for credit losses, and current contract assets, net of contract liabilities, divided by the average daily revenue for the most recently completed quarter. Our DSO was 101 as of August 1, 2026 compared to 108 as of July 26, 2025. DSO as of August 1, 2026 is calculated on a pro forma basis by adjusting contract revenues during the second quarter of fiscal 2027 to include the historical contract revenues of the business acquired in fiscal 2027 as if such acquisition had occurred as of the beginning of the fiscal quarter.

Previous wording

During the three months ended May 2, 2026, net cash used in operating activities was $24.6 million. Changes in working capital (excluding cash) and changes in other long-term assets and liabilities used $265.2 million of operating cash flow during the three months ended May 2, 2026. Changes that used operating cash flow during the three months ended May 2, 2026 included increases in accounts receivable, contract assets, net, other current assets and inventories and other assets of $283.9 million, $80.5 million, $25.0 million, and $5.0 million, respectively and a decrease in accrued liabilities of $42.4 million. Changes that provided cash flow during the three months ended May 2, 2026 included an increase in accounts payable of $169.4 million, and a decrease in income taxes receivable of $2.2 million.

Current wording

During the six months ended July 26, 2025, net cash provided by operating activities was $3.5 million. Changes in working capital (excluding cash) and changes in other long-term assets and liabilities used $335.7 million of operating cash flow during the six months ended July 26, 2025. Changes that used operating cash flow during the six months ended July 26, 2025 included increases in accounts receivable, income taxes receivables, contract assets, net, other assets, and other current assets and inventories of $216.0 million, $63.5 million, $59.9 million, $23.6 million, and $7.1 million, respectively and a decrease in accrued liabilities, net of $15.2 million. Changes that provided cash flow during the six months ended July 26, 2025 included an increase in accounts payable of $49.6 million.

Previous wording

Cash Used in Investing Activities. Net cash used in investing activities was $80.4 million during the three months ended May 2, 2026 compared to $68.6 million during the three months ended April 26, 2025. During the three months ended May 2, 2026 and April 26, 2025, capital expenditures were $70.3 million and $79.5 million, respectively, and cash paid for previous acquisitions during the three months ended May 2, 2026 was $12.8 million. These expenditures were offset in part by proceeds from the sale of assets of $2.8 million and $10.9 million during the three months ended May 2, 2026 and April 26, 2025, respectively.

Current wording

2026 and July 26, 2025, capital expenditures were $139.8 million and $131.2 million, respectively, and cash paid for current and previous acquisitions during the six months ended August 1, 2026 was $238.3 million. These expenditures were offset in part by proceeds from the sale of assets of $6.5 million and $23.5 million during the six months ended August 1, 2026 and July 26, 2025, respectively.

Previous wording

Cash (Used in) Provided by Financing Activities. Net cash used in financing activities was $65.4 million during the three months ended May 2, 2026. During the three months ended May 2, 2026, we repurchased 100,000 shares of our common stock in open market transactions, at an average price of $359.63 per share, for $36.0 million. We also paid $29.3 million, net to tax authorities in order to meet the payroll tax withholding obligations on restricted share units that vested during the three months ended May 2, 2026. In addition, we paid $0.1 million in issuance costs and third party fees related to our financing transactions.

Current wording

Cash (Used in) Provided by Financing Activities. Net cash used in financing activities was $76.6 million during the six months ended August 1, 2026. During the six months ended August 1, 2026, we repurchased 100,000 shares of our common stock in open market transactions, at an average price of $359.63 per share, for $36.0 million. We also paid $29.4 million, net to tax authorities in order to meet the payroll tax withholding obligations on restricted share units that vested during the six months ended August 1, 2026. In addition, we repaid debt assumed in acquisitions of $8.4 million, and we paid $2.7 million, net, to tax authorities for payroll tax withholding obligations on the exercise of stock options and $0.1 million in issuance costs and third party fees related to our financing transactions.

Previous wording

Net cash provided by financing activities was $45.9 million during the three months ended April 26, 2025. During the three months ended April 26, 2025, borrowings and repayments under our credit agreement were $285.0 million and $196.0 million, respectively. In addition, we repurchased 200,000 shares of our common stock in open market transactions, at an average price of $150.93 per share, for $30.2 million, during the three months ended April 26, 2025. We also paid $12.9 million to tax authorities in order to meet the payroll tax withholding obligations on restricted share units that vested during the three months ended April 26, 2025.

Current wording

Net cash provided by financing activities was $39.9 million during the six months ended July 26, 2025. During the six months ended July 26, 2025, borrowings and repayments under our Credit Agreement were $629.0 million and $544.0 million, respectively. In addition, we repurchased 200,000 shares of our common stock in open market transactions, at an average price of $150.93 per share, for $30.2 million, during the six months ended July 26, 2025. We also paid $13.0 million to tax authorities in order to meet the payroll tax withholding obligations on restricted share units that vested during the six months ended July 26, 2025. In addition, we paid $1.9 million, net, to tax authorities for payroll tax withholding obligations on the exercise of stock options.

Previous wording

Compliance with Credit Agreement. The Company and certain of its subsidiaries are party to a credit agreement (defined below). The Company, the Guarantors (as defined therein) party thereto, the Term Loan B lender (as defined therein) party thereto and Bank of America, N.A. (“Bank of America”) as administrative and collateral agent (in such capacities and together with its successors and permitted assigns, the “Administrative Agent”), entered into that certain First Amendment to the Third Amended and Restated Credit Agreement (the “Amendment”), which amends that Third Amended and Restated Credit Agreement, dated as of December 23, 2025 by and among, the Company, the Guarantors from time to time party thereto, the Lenders (as defined therein) from time to time party thereto and the L/C Issues (as defined therein) from time to time party thereto and the Administrative Agent (the “Existing Credit Agreement”, and, the Existing Credit Agreement, as amended by the Amendment, the “Credit Agreement”). On December 23, 2025, we amended and restated the Credit Agreement to, among other things, establish a $600.0 million 364 day secured bridge loan facility (the “Bridge Facility”), increase the existing senior secured term loan A facility from $440.0 million to $1,540.0 million (the “Term Loan A Facility”), increase the commitments under the senior secured revolving credit facility from $650.0 million to $800.0 million (the “Revolving Credit Facility”) and extend the maturity date of the Term Loan A Facility and the Revolving Credit Facility. On January 27, 2026, we entered into the First Amendment to, among other things, establish an $800 million senior secured term loan B facility (the “Term Loan B Facility”), the proceeds of which were used to (i) refinance the Bridge Facility, (ii) pay the fees and expenses incurred in connection therewith and (iii) fund cash to the balance sheet of the Company. The Credit Agreement includes a revolving facility with a maximum revolver commitment of $800.0 million, a Term Loan A Facility in the principal amount of $1,540.0 million, and a Term Loan B Facility in the principal amount of $800.0 million. The Credit Agreement also includes a $225.0 million sublimit for the issuance of letters of credit and a $50.0 million sublimit for swingline loans. The maturity of the Revolving Credit Facility and Term Loan A Facility is December 23, 2030. The maturity of the Term Loan B Facility is January 27, 2033.

Current wording

Compliance with Credit Agreement. The Company and certain of its subsidiaries are party to that certain Third Amended and Restated Credit Agreement, dated as of December 23, 2025 (as amended by that certain First Amendment to the Third Amended and Restated Credit Agreement, dated as of January 27, 2026, the “Credit Agreement”) by and among, the Company, the Guarantors (as defined therein) from time to time party thereto, the Lenders (as defined therein) from time to time party thereto and Bank of America, N.A., as administrative and collateral agent (in such capacities, the “Administrative Agent”). The Credit Agreement includes a revolving facility with a maximum revolver commitment of $800.0 million(the “Revolving Credit Facility”), a term loan A facility (the “Term Loan A Facility”) in the original principal amount of $1,540.0 million, and a term loan B facility (the “Term Loan B Facility”) in the original principal amount of $800.0 million. The Credit Agreement also includes a $225.0 million sublimit for the issuance of letters of credit and a $50.0 million sublimit for swingline loans. The maturity of the Revolving Credit Facility and Term Loan A Facility is December 23, 2030. The maturity of the Term Loan B Facility is January 27, 2033.

Previous wording

Subject to certain conditions, the Credit Agreement provides us with the ability to enter into one or more incremental facilities either by increasing the revolving commitments under the Credit Agreement and/or by establishing one or more additional term loans, up to the sum of (i) $927.0 million and (ii) an aggregate amount such that, after giving effect to such incremental facilities on a pro forma basis (assuming that the amount of the incremental commitments are fully drawn and funded), the consolidated senior secured net leverage ratio does not exceed 3.50 to 1.00. The consolidated senior secured net leverage ratio is the ratio of our consolidated senior secured indebtedness reduced by (i) unrestricted cash and equivalents in excess of $25.0 million to our trailing four-quarter consolidated earnings before interest, taxes, depreciation, and amortization (“EBITDA”), as defined by the Credit Agreement, (ii) subordinated indebtedness, as defined in the Credit Agreement and (iii) unsecured indebtedness, as defined in the Credit Agreement. Borrowings under the Credit Agreement are guaranteed by substantially all of our domestic subsidiaries and secured by substantially all of the assets of the Borrowers and the Guarantors (subject to customary exceptions).

Current wording

Subject to certain conditions, the Credit Agreement provides us with the ability to enter into one or more incremental facilities either by increasing the revolving commitments under the Credit Agreement and/or by establishing one or more additional term loans, up to the sum of (i) $927.0 million and (ii) an aggregate amount such that, after giving effect to such incremental facilities on a pro forma basis (assuming that the amount of the incremental commitments are fully drawn and funded), the consolidated senior secured net leverage ratio does not exceed 3.50 to 1.00. The consolidated senior secured net leverage ratio is the ratio (a)(i) of our consolidated senior secured indebtedness reduced by (ii) unrestricted cash and equivalents in excess of $25.0 million to (b) to our trailing four-quarter consolidated earnings before interest, taxes, depreciation, and amortization, as defined by the Credit Agreement (“EBITDA”). Borrowings under the Credit Agreement are guaranteed by substantially all of our domestic subsidiaries and secured by substantially all of the assets of the Borrowers and the Guarantors (subject to customary exceptions).

Previous wording

Under our Credit Agreement, borrowings bear interest at the rates described below based upon our consolidated net leverage ratio, which is the ratio of our consolidated total funded debt reduced by unrestricted cash and equivalents in excess of $25.0 million to our trailing four-quarter consolidated EBITDA, as defined by our Credit Agreement. In addition, we incur certain fees for unused balances and letters of credit at the rates described below, also based upon our consolidated net leverage ratio. The weighted average interest rates and fees for balances under our Credit Agreement as of May 2, 2026 and January 31, 2026 were as follows:

Current wording

Under our Credit Agreement, borrowings bear interest at the rates described below based upon our consolidated net leverage ratio, which is the ratio of our consolidated total funded debt reduced by unrestricted cash and equivalents in excess of $25.0 million to our trailing four-quarter consolidated EBITDA. In addition, we incur certain fees for unused balances and letters of credit at the rates described below, also based upon our consolidated net leverage ratio. The weighted average interest rates and fees for balances under our Credit Agreement as of August 1, 2026 and January 31, 2026 were as follows:

Previous wording

Our Credit Agreement contains a financial covenant that requires us to maintain a consolidated net leverage ratio of not greater than (A) until the last day of the first fiscal quarter ending after the second anniversary of December 23, 2025, 4.50 to 1.00, and (B) thereafter, 4.00:1.00, as measured at the end of each fiscal quarter, and provides for certain increases to this ratio in connection with permitted acquisitions. The consolidated net leverage ratio is the ratio of our consolidated indebtedness reduced by unrestricted cash and cash equivalents in excess of $25.0 million to our trailing four-quarter consolidated earnings before interest, taxes, depreciation, and amortization as defined by our Credit Agreement. The agreement also contains a financial covenant that requires us to maintain a consolidated interest coverage ratio, which is the ratio of our trailing four-quarter consolidated EBITDA to our consolidated interest expense, each as defined by our Credit Agreement, of not less than 2.50 to 1.00, as measured at the end of each fiscal quarter. At May 2, 2026 and January 31, 2026, we were in compliance with the financial covenants of our Credit Agreement and had borrowing availability under our revolving facility of $746.4 million, as determined by the most restrictive covenant. For calculation purposes, applicable cash on hand is netted against the funded debt amount as permitted in the Credit Agreement.

Current wording

Our Credit Agreement contains a financial covenant that requires us to maintain a maximum consolidated net leverage ratio of not greater than (A) until the last day of the first fiscal quarter ending after the second anniversary of December 23, 2025, 4.50 to 1.00, and (B) thereafter, 4.00:1.00, as measured at the end of each fiscal quarter, and provides for certain increases to this ratio in connection with permitted acquisitions. The agreement also contains a financial covenant that requires us to maintain a minimum consolidated interest coverage ratio, which is the ratio of our trailing four-quarter consolidated EBITDA to our consolidated interest expense, as defined by our Credit Agreement, of not less than 2.50 to 1.00, as measured at the end of each fiscal quarter. At August 1, 2026 and January 31, 2026, we were in compliance with the financial covenants of our Credit Agreement and had borrowing availability under our revolving facility of $746.4 million.