MYR GROUP INC.

Previous wording

We had consolidated revenues for the six months ended June 30, 2026 of $2.08 billion, of which 51.1% was attributable to our T&D customers and 48.9% was attributable to our C&I customers. Our consolidated revenues for the six months ended June 30, 2025 were $1.73 billion. For the six months ended June 30, 2026, our net income and EBITDA(1) were $96.7 million and $166.5 million, respectively, compared to $49.8 million and $105.8 million, respectively, for the six months ended June 30, 2025.

Current wording

We had consolidated revenues for the nine months ended September 30, 2026 of $3.34 billion, of which 51.5% was attributable to our C&I customers and 48.5% was attributable to our T&D customers. Our consolidated revenues for the nine months ended September 30, 2025 were $2.68 billion. For the nine months ended September 30, 2026, our net income and EBITDA(1) were $156.7 million and $276.5 million, respectively, compared to $81.9 million and $168.5 million, respectively, for the nine months ended September 30, 2025.

Previous wording

We believe there is an ongoing need for utilities to sustain investment in their transmission and distribution systems to improve reliability, reduce congestion, connect to new power generation sources, support future load growth, and conduct proper maintenance. We also believe the increased storm activity and destruction caused by wildfires will cause a push to strengthen transmission and distribution systems against catastrophic damage. Transmission and distribution systems may also require upgrades to accommodate additional energy resources and increased electrification. Consequently, we believe that we will see continued healthy bidding activity going forward. The timing of multi-year transmission project awards, along with the related distribution systems and other substantial construction activity is difficult to predict due to regulatory requirements and the permitting needed to commence construction. Any large, multi-year projects awarded in 2026 will not likely have a large impact on our 2026 results because significant construction activity would not occur until 2027 or later. Bidding and construction activities for small to medium-size transmission projects and upgrades, along with distribution systems, remains active, and we expect this trend to continue.

Current wording

We believe there is an ongoing need for utilities to sustain investment in their transmission and distribution systems to improve reliability, reduce congestion, connect to new power generation sources, support future load growth, and conduct proper maintenance. We also believe the increased storm activity and destruction caused by wildfires will cause a push to strengthen transmission and distribution systems against catastrophic damage. Transmission and distribution systems may also require upgrades to accommodate additional energy resources and increased electrification. Consequently, we believe that we will see continued healthy bidding activity going forward. The timing of multi-year transmission project awards, along with the related distribution systems and other substantial construction activity is difficult to predict due to regulatory requirements and the permitting needed to commence construction. Any large, multi-year projects awarded in 2026 will not likely have a large impact on our 2026 results because significant construction activity would not occur until 2027 or later. Bidding and construction activities for small to medium-size transmission projects and upgrades, along with distribution systems, remain active, and we expect this trend to continue.

Previous wording

We continue to implement strategies that are designed to further expand our capabilities and effectively allocate capital. We have maintained a strong balance sheet, while also supporting our organic and acquisitive growth, as well as opportunistically repurchasing shares. On July 1, 2026, we acquired all issued and outstanding shares of capital stock of Valley Holdings I, Inc. and its subsidiaries (collectively, “Valley"), for initial cash consideration of approximately $328.0 million, subject to working capital and net asset adjustments, and additional contingent consideration summarized in Note 12–Subsequent Event in the accompanying notes to our Consolidated Financial Statements. The Valley acquisition expanded our electrical contractor operations in the western U.S. We funded the approximately $328.0 million cash payment at closing through a combination of approximately $93.0 million of cash on hand and $235.0 million of borrowings under our $490 million revolving credit facility (the “Facility”). After giving effect to the Valley acquisition, we continue to believe the remaining $225.5 million of borrowing availability under the Facility as of July 1, 2026, cash on hand and future cash flow from operations will enable us to support the organic growth of our business, pursue acquisitions and opportunistically repurchase shares of our common stock.

Current wording

We continue to implement strategies that are designed to further expand our capabilities and effectively allocate capital. We have maintained a strong balance sheet, while also supporting our organic and acquisitive growth, as well as opportunistically repurchasing shares. On July 1, 2026, we acquired all issued and outstanding shares of capital stock of Valley Holdings I, Inc. and its subsidiaries (collectively, “Valley"), a full-service electrical contractor based in Everett, Washington, which expanded our electrical contractor operations in the western U.S. We paid initial cash consideration of $325.4 million, at closing, net of cash acquired, funded through a combination of approximately $93.0 million of cash on hand and the remaining amount borrowed under our prior revolving credit facility, which initial consideration was subsequently reduced by $0.6 million for net asset and other adjustments for total consideration of $324.8 million. The purchase agreement for the Valley acquisition also provides for additional contingent consideration and additional contingent compensation for key executives of Valley, as summarized in Note 2—Acquisition in the accompanying notes to our Consolidated Financial Statements. On October 28, 2026, the Company announced that its Board of Directors approved a new share repurchase program (the “Repurchase Program”), which will be effective on November 4, 2026, and authorizes the Company to repurchase, in the aggregate, up to $100.0 million of its outstanding shares of common stock. The Repurchase Program will expire on November 3, 2027, or when the authorized funds are exhausted, whichever is earlier. We believe the borrowing availability under our new $690 million revolving credit facility, cash on hand and future cash flow from operations will enable us to support the organic growth of our business, pursue acquisitions and opportunistically repurchase shares of our common stock.

Previous wording

Our backlog was $3.16 billion at June 30, 2026 compared to $2.64 billion at June 30, 2025. Our backlog at June 30, 2026 increased $316.4 million from March 31, 2026. Backlog in the T&D segment increased $284.9 million and C&I backlog increased $31.5 million compared to March 31, 2026. Our backlog as of June 30, 2026 included our proportionate share of joint venture backlog totaling $158.8 million, compared to $167.5 million at March 31, 2026.

Current wording

Our backlog was $3.68 billion at September 30, 2026 compared to $2.66 billion at September 30, 2025. Our backlog at September 30, 2026 increased $520.6 million from June 30, 2026. Backlog in the T&D segment increased $22.4 million and C&I backlog increased $498.2 million compared to June 30, 2026. Our backlog as of September 30, 2026 included our proportionate share of joint venture backlog totaling $153.0 million, compared to $158.8 million at June 30, 2026.

Previous wording

Revenues increased $181.4 million, or 20.1%, to $1.08 billion for the three months ended June 30, 2026 from $900.3 million for the three months ended June 30, 2025. The increase was primarily due to an increase of $163.6 million in C&I revenue and an increase of $17.7 million in T&D revenue. See Segment Results below for additional information and discussion related to segment revenues.

Current wording

Revenues increased $308.6 million, or 32.5%, to $1.26 billion for the three months ended September 30, 2026 from $950.4 million for the three months ended September 30, 2025. The increase was primarily due to an increase of $257.5 million in C&I revenue and an increase of $51.1 million in T&D revenue. See Segment Results below for additional information and discussion related to segment revenues.

Previous wording

Gross margin for the six months ended June 30, 2026 increased to 13.3% compared to 11.6% for the six months ended June 30, 2025. The increase in gross margin was primarily due to significant changes in our estimated gross profit on certain projects resulting in a net gross margin increase of 0.7% for the six months ended June 30, 2026, compared to a net gross margin decrease of 1.2% for the six months ended June 30, 2025. During the six months ended June 30, 2026, significant estimate changes positively impacted gross margin by 2.4%, primarily related to better-than-anticipated productivity, an increase in scope on certain projects and favorable job close outs. In addition, significant estimate changes in gross profit negatively impacted gross margin by 1.7%, and largely related to an increase in costs associated with project inefficiencies on certain projects. Gross margin was also positively impacted during the six months ended June 30, 2026 by a larger portion of our C&I projects progressing at higher contractual margins, some of which are nearing or are at completion.

Current wording

Gross margin for the three months ended September 30, 2026 increased to 13.6% compared to 11.8% for the three months ended September 30, 2025. The increase in gross margin was primarily due to significant changes in our estimated gross profit on certain projects resulting in a net gross margin increase of 0.4% for the three months ended September 30, 2026, compared to a net gross margin decrease of 0.6% for the three months ended September 30, 2025. During the three months ended September 30, 2026, significant estimate changes positively impacted gross margin by 1.1%, primarily related to better-than-anticipated productivity and favorable job close outs. In addition, significant estimate changes in gross profit negatively impacted gross margin by 0.7% and largely related to an increase in costs associated with inefficiencies on certain projects. Gross margin was also positively impacted during the three months ended September 30, 2026, by the continued benefit of higher margins on certain projects nearing completion, largely due to better-than-anticipated productivity.

Previous wording

Gross profit was $142.7 million for the three months ended June 30, 2026 compared to $103.7 million for the three months ended June 30, 2025. The increase of $39.0 million, or 37.6%, was due to higher margin and revenues.

Current wording

Gross profit was $171.2 million for the three months ended September 30, 2026 compared to $111.9 million for the three months ended September 30, 2025. The increase of $59.3 million, or 53.0%, was due to higher margin and revenues.

Previous wording

Selling, general and administrative expenses (“SG&A”) were $74.4 million for the three months ended June 30, 2026 compared to $63.3 million for the three months ended June 30, 2025. The period-over-period increase of $11.1 million was primarily due to an increase in employee incentive compensation costs and an increase in employee-related expenses to support future growth.

Current wording

Selling, general and administrative (“SG&A”) expenses were $81.5 million for the three months ended September 30, 2026 compared to $65.9 million for the three months ended September 30, 2025. The period-over-period increase of $15.6 million was primarily due to SG&A expenses associated with Valley, which was recently acquired, an increase in employee incentive compensation costs and an increase in employee-related expenses to support future growth.

Previous wording

Income tax expense was $17.3 million for the three months ended June 30, 2026, with an effective tax rate of 25.7%, compared to the income tax expense of $10.9 million for the three months ended June 30, 2025, with an effective tax rate of 29.2%. The decrease in the tax rate for the three months ended June 30, 2026 was primarily due to a favorable impact from stock compensation excess tax benefits, partially offset by the impact of the net CFC tested income (“NCTI”) and other permanent difference items.

Current wording

Income tax expense was $22.3 million for the three months ended September 30, 2026, with an effective tax rate of 27.1%, compared to the income tax expense of $12.6 million for the three months ended September 30, 2025, with an effective tax rate of 28.3%. The change in the tax rate for the three months ended September 30, 2026 was primarily due to a favorable impact from state taxes, partially offset by the impact of the net controlled foreign corporation tested income (“NCTI”), other permanent difference items and a reduction in foreign tax credits.

Previous wording

Net income was $49.9 million for the three months ended June 30, 2026 compared to net income of $26.5 million for the three months ended June 30, 2025. The increase was primarily due to the reasons stated earlier.

Current wording

Net income was $60.0 million for the three months ended September 30, 2026 compared to net income of $32.1 million for the three months ended September 30, 2025. The increase was primarily due to the reasons stated earlier.

Previous wording

Revenues for our T&D segment for the three months ended June 30, 2026 were $524.0 million compared to $506.3 million for the three months ended June 30, 2025, an increase of $17.7 million, or 3.5%. The increase in revenue was related to an increase of $19.8 million in revenue on T&E contracts and an increase of $17.4 million in revenue on unit price contracts, partially offset by a decrease of $19.5 million in revenue on fixed price contracts.

Current wording

Revenues for our T&D segment for the three months ended September 30, 2026 were $554.5 million compared to $503.4 million for the three months ended September 30, 2025, an increase of $51.1 million, or 10.2%. The increase in revenue was related to an increase of $34.0 million in revenue on T&E contracts, an increase of $12.6 million in revenue on fixed price contracts and an increase of $4.6 million in revenue on unit price contracts.

Previous wording

Revenues for our C&I segment for the three months ended June 30, 2026 were $557.7 million compared to $394.1 million for the three months ended June 30, 2025, an increase of $163.6 million, or 41.5%. The increase in revenue was primarily related to an increase of $159.3 million in revenue on fixed priced contracts.

Current wording

Revenues for our C&I segment for the three months ended September 30, 2026 were $704.5 million compared to $447.0 million for the three months ended September 30, 2025, an increase of $257.5 million, or 57.6%. The increase in revenue was primarily related to an increase of $255.4 million in revenue on fixed priced contracts, which included incremental revenues from Valley.

Previous wording

Operating income for our C&I segment for the three months ended June 30, 2026 was $47.3 million, an increase of $25.3 million, over the three months ended June 30, 2025. Operating income as a percentage of revenues for our C&I segment increased to 8.5% for the three months ended June 30, 2026 from 5.6% for the three months ended June 30, 2025. The increase in operating income margin was driven by significant changes in our estimated gross profit on certain projects resulting in a net operating income margin increase of 1.1% for the three months ended June 30, 2026, compared to a net operating income margin decrease of 1.2% for the three months ended June 30, 2025. Significant estimated gross profit changes positively impacted operating income as a percentage of revenues by 2.7%, primarily related to better-than-anticipated productivity on certain projects, most of which are nearing completion, and an increase in scope on a project. These increases were partially offset by negative significant estimated gross profit changes totaling 1.6% and largely related to an increase in costs associated with project inefficiencies on certain projects. Operating income margin was also positively impacted during the three months ended June 30, 2026 by a larger portion of our projects progressing at higher contractual margins, some of which are nearing completion.

Current wording

Operating income for our C&I segment for the three months ended September 30, 2026 was $61.6 million, an increase of $33.0 million, over the three months ended September 30, 2025. Operating income as a percentage of revenues for our C&I segment increased to 8.7% for the three months ended September 30, 2026 from 6.4% for the three months ended September 30, 2025. The increase in operating income margin was driven by significant changes in our estimated gross profit on certain projects resulting in a net operating income margin increase of 0.5% for the three months ended September 30, 2026, compared to a net operating income margin decrease of 1.5% for the three months ended September 30, 2025. Significant estimated gross profit changes positively impacted operating income as a percentage of revenues by 1.2%, primarily related to better-than-anticipated productivity on certain projects, most of which are nearing completion. These increases were partially offset by negative significant estimated gross profit changes totaling 0.7% and largely related to an increase in costs associated with inefficiencies on certain projects. Operating income margin was positively impacted during the three months ended September 30, 2026, by the continued benefit of higher margins on certain projects nearing completion, largely due to better-than-anticipated productivity. These increases were also partially offset by the additional $4.9 million of amortization related to certain intangibles acquired with Valley.

Previous wording

Revenues increased $348.2 million, or 20.1%, to $2.08 billion for the six months ended June 30, 2026 from $1.73 billion for the six months ended June 30, 2025. The increase was primarily due to an increase of $251.2 million in C&I revenue, and an increase of $97.0 million in T&D revenue. See Segment Results below for additional information and discussion related to segment revenues.

Current wording

Revenues increased $656.8 million, or 24.5%, to $3.34 billion for the nine months ended September 30, 2026 from $2.68 billion for the nine months ended September 30, 2025. The increase was primarily due to an increase of $508.7 million in C&I revenue and an increase of $148.0 million in T&D revenue. See Segment Results below for additional information and discussion related to segment revenues.

Previous wording

Gross margin for the three months ended June 30, 2026 increased to 13.2% compared to 11.5% for the three months ended June 30, 2025. The increase in gross margin was primarily due to significant changes in our estimated gross profit on certain projects resulting in a net gross margin increase of 0.9% for the three months ended June 30, 2026, compared to a net gross margin decrease of 1.0% for the three months ended June 30, 2025. During the three months ended June 30, 2026, significant estimate changes positively impacted gross margin by 2.1%, primarily related to better-than-anticipated productivity, favorable job close outs and an increase in scope on certain projects. In addition, significant estimate changes in gross profit negatively impacted gross margin by 1.2% and largely related to an increase in costs associated with project inefficiencies on certain projects.

Current wording

Gross margin for the nine months ended September 30, 2026 increased to 13.4% compared to 11.6% for the nine months ended September 30, 2025. The increase in gross margin was primarily due to significant changes in our estimated gross profit on certain projects resulting in a net gross margin increase of 0.6% for the nine months ended September 30, 2026, compared to a net gross margin decrease of 1.3% for the nine months ended September 30, 2025. During the nine months ended September 30, 2026, significant estimate changes positively impacted gross margin by 1.8%, primarily related to better-than-anticipated productivity, an increase in scope on certain projects and favorable job close outs. In addition, significant estimate changes in gross profit negatively impacted gross margin by 1.2%, and largely related to an increase in costs associated with inefficiencies on certain projects.

Previous wording

Gross profit was $277.1 million for the six months ended June 30, 2026 compared to $200.6 million for the six months ended June 30, 2025. The increase of $76.5 million, or 38.1%, was due to higher margin and revenues.

Current wording

Gross profit was $448.4 million for the nine months ended September 30, 2026 compared to $312.5 million for the nine months ended September 30, 2025. The increase of $135.9 million, or 43.5%, was due to higher margin and revenues.

Previous wording

SG&A expenses were $143.8 million for the six months ended June 30, 2026 compared to $125.8 million for the six months ended June 30, 2025. The period-over-period increase of $18.0 million was primarily due to an increase in employee incentive compensation costs and an increase in employee-related expenses to support future growth.

Current wording

SG&A expenses were $225.3 million for the nine months ended September 30, 2026 compared to $191.8 million for the nine months ended September 30, 2025. The period-over-period increase of $33.5 million was primarily due to an increase in employee incentive compensation costs, an increase in employee-related expenses to support future growth and SG&A expenses associated with Valley, which was recently acquired.

Previous wording

Gains from the sale of property and equipment for the six months ended June 30, 2026 were $1.8 million compared to $1.7 million for the six months ended June 30, 2025. Gains from the sale of property and equipment are attributable to routine sales of property and equipment no longer useful or valuable to our ongoing operations.

Current wording

Gains from the sale of property and equipment for the nine months ended September 30, 2026 were $3.3 million compared to $3.2 million for the nine months ended September 30, 2025. Gains from the sale of property and equipment are attributable to routine sales of property and equipment no longer useful or valuable to our ongoing operations.

Previous wording

Interest income was $1.8 million for the six months ended June 30, 2026 compared to $0.2 million for the six months ended June 30, 2025. The increase was attributable to higher average balances held in money market accounts during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.

Current wording

Interest income was $2.1 million for the nine months ended September 30, 2026 compared to $0.4 million for the nine months ended September 30, 2025. The increase was attributable to higher average balances held in money market accounts during the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025.

Previous wording

Income tax expense was $34.5 million for the six months ended June 30, 2026, with an effective tax rate of 26.3%, compared to the expense of $20.4 million for the six months ended June 30, 2025, with an effective tax rate of 29.1%. The change in the tax rate for the six months ended June 30, 2026 was primarily due to a favorable impact from stock compensation excess tax benefits, partially offset by the impact of NCTI and other permanent difference items.

Current wording

Income tax expense was $56.8 million for the nine months ended September 30, 2026, with an effective tax rate of 26.6%, compared to the expense of $33.0 million for the nine months ended September 30, 2025, with an effective tax rate of 28.7%. The change in the tax rate for the nine months ended September 30, 2026 was primarily due to a favorable impact from stock compensation excess tax benefits, partially offset by the impact of NCTI and other permanent difference items.

Previous wording

Net income was $96.7 million for the six months ended June 30, 2026 compared to $49.8 million for the six months ended June 30, 2025. The increase was primarily due to the reasons stated earlier.

Current wording

Net income was $156.7 million for the nine months ended September 30, 2026 compared to $81.9 million for the nine months ended September 30, 2025. The increase was primarily due to the reasons stated earlier.

Previous wording

The following table sets forth, for the periods indicated, statements of operations data by segment, segment net sales as percentage of total net sales and segment operating income as a percentage of segment net sales:

Current wording

The following table sets forth, for the periods indicated, statements of operations data by segment, segment net sales as a percentage of total net sales and segment operating income as a percentage of segment net sales:

Previous wording

Revenues for our T&D segment for the six months ended June 30, 2026 were $1.06 billion compared to $968.0 million for the six months ended June 30, 2025, an increase of $97.0 million, or 10.0%. The increase in revenue was related to an increase of $83.5 million in revenue of unit price contracts and an increase of $56.3 million in revenue on T&E contracts, partially offset by a decrease of $42.8 million in revenue on fixed price contracts.

Current wording

Revenues for our T&D segment for the nine months ended September 30, 2026 were $1.62 billion compared to $1.47 billion for the nine months ended September 30, 2025, an increase of $148.0 million, or 10.1%. The increase in revenue was related to an increase of $90.3 million in revenue on T&E contracts and an increase of $88.0 million in revenue on unit price contracts, partially offset by a decrease of $30.2 million in revenue on fixed price contracts.

Previous wording

Revenues for our C&I segment for the six months ended June 30, 2026 were $1.02 billion compared to $765.9 million for the six months ended June 30, 2025, an increase of $251.2 million, or 32.8%. The increase in revenue was primarily related to an increase of $260.2 million in revenue on fixed priced contracts.

Current wording

Revenues for our C&I segment for the nine months ended September 30, 2026 were $1.72 billion compared to $1.21 billion for the nine months ended September 30, 2025, an increase of $508.7 million, or 41.9%. The increase in revenue was primarily related to an increase of $515.5 million in revenue on fixed priced contracts, which included incremental revenues from Valley.

Previous wording

Operating income for our C&I segment for the six months ended June 30, 2026 was $84.5 million, an increase of $45.1 million, over the six months ended June 30, 2025. Operating income as a percentage of revenues for our C&I segment increased to 8.3% for the six months ended June 30, 2026 from 5.1% for the six months ended June 30, 2025. The increase in operating income margin was driven by significant changes in our estimated gross profit on certain projects resulting in a net operating income margin increase of 0.7% for the six months ended June 30, 2026, compared to a net decrease of 1.8% for the six months ended June 30, 2025. Significant estimated gross profit changes positively impacted operating income as a percentage of revenues by 4.0%, primarily related to better-than-anticipated productivity on certain projects, most of which are nearing completion, and an increase in scope on certain projects. These increases were partially offset by negative significant estimated gross profit changes totaling 3.3% and largely related to an increase in costs associated with project inefficiencies on certain projects. Operating income margin was also positively impacted during the six months ended June 30, 2026 by a larger portion of our projects progressing at higher contractual margins, some of which are nearing or are at completion.

Current wording

Operating income for our C&I segment for the nine months ended September 30, 2026 was $146.1 million, an increase of $78.1 million over the nine months ended September 30, 2025. Operating income as a percentage of revenues for our C&I segment increased to 8.5% for the nine months ended September 30, 2026 from 5.6% for the nine months ended September 30, 2025. The increase in operating income margin was driven by significant changes in our estimated gross profit on certain projects resulting in a net operating income margin increase of 0.7% for the nine months ended September 30, 2026, compared to a net decrease of 2.1% for the nine months ended September 30, 2025. Significant estimated gross profit changes positively impacted operating income as a percentage of revenues by 2.8%, primarily related to better-than-anticipated productivity on certain projects, some of which are nearing or are at completion, an increase in scope on certain projects and a favorable job close out. These increases were partially offset by negative significant estimated gross profit changes totaling 2.1% and largely related to an increase in costs associated with inefficiencies on certain projects. These increases were partially offset by the additional $4.9 million of amortization related to certain intangibles acquired with Valley.

Previous wording

We also use EBITDA as a liquidity measure. Certain material covenants contained within our credit agreement (the “Credit Agreement”) are based on EBITDA with certain additional adjustments. Non-compliance with these financial covenants under the Credit Agreement - our interest coverage ratio which is defined in the Credit Agreement as Consolidated EBITDA (as defined in the Credit Agreement) divided by interest expense (as defined in the Credit Agreement) and our net leverage ratio, which is defined in the Credit Agreement as Total Net Indebtedness (as defined in the Credit Agreement), divided by Consolidated EBITDA (as defined in the Credit Agreement) - could result in our lenders requiring us to immediately repay all amounts borrowed on the Facility. If we anticipated a potential covenant violation, we would seek relief from our lenders, likely causing us to incur additional cost, and such relief might not be available, or if available, might not be on terms as favorable as those in the Credit Agreement. In addition, if we cannot satisfy these financial covenants, we would be prohibited under the Credit Agreement from engaging in certain activities, such as incurring additional indebtedness, making certain payments, and acquiring or disposing of assets. Based on the information above, management believes that the presentation of EBITDA as a liquidity measure is useful to investors and relevant to their assessment of our capacity to service or incur debt, fund capital expenditures, finance acquisitions and expand our operations.

Current wording

We also use EBITDA as a liquidity measure. Certain material covenants contained within our credit agreement (the “Credit Agreement”) are based on EBITDA with certain additional adjustments. Non-compliance with these financial covenants under the Credit Agreement - our interest coverage ratio which is defined in the Credit Agreement as Consolidated EBITDA (as defined in the Credit Agreement) divided by Interest Expense (as defined in the Credit Agreement) and our Net Leverage Ratio, which is defined in the Credit Agreement as the ratio of Total Net Indebtedness (as defined in the Credit Agreement), to Consolidated EBITDA (as defined in the Credit Agreement) - could result in our lenders requiring us to immediately repay all amounts borrowed on the Facilities. If we anticipated a potential covenant violation, we would seek relief from our lenders, likely causing us to incur additional cost, and such relief might not be available, or if available, might not be on terms as favorable as those in the Credit Agreement. In addition, if we cannot satisfy these financial covenants, we would be prohibited under the Credit Agreement from engaging in certain activities, such as incurring additional indebtedness, making certain payments, and acquiring or disposing of assets. Based on the information above, management believes that the presentation of EBITDA as a liquidity measure is useful to investors and relevant to their assessment of our capacity to service or incur debt, fund capital expenditures, finance acquisitions and expand our operations.

Previous wording

As of June 30, 2026, we had working capital of $306.9 million. We define working capital as current assets less current liabilities. During the six months ended June 30, 2026, operating activities of our business provided net cash of $88.1 million, compared to $116.1 million of cash provided for the six months ended June 30, 2025. Cash flow from operations is primarily influenced by operating margins, timing of contract performance and the type of services we provide to our customers. The $28.1 million year-over-year decrease in cash provided by operating activities was primarily due to unfavorable net changes in operating assets and liabilities of $84.0 million offset by an increase of $46.9 million in net income. The unfavorable change in operating assets and liabilities was primarily due to the net unfavorable year-over-year changes in various working capital accounts that relate primarily to construction activities (accounts receivable, contract assets, accounts payable and contract liabilities) of $51.8 million. The decline in net cash provided by working capital accounts, mainly related to construction activities, was due to the timing of billings and payments under our contracts. The unfavorable change of $35.0 million in other liabilities was primarily due to the timing of tax payments.

Current wording

As of September 30, 2026, we had working capital of $297.8 million. We define working capital as current assets less current liabilities. During the nine months ended September 30, 2026, operating activities of our business provided net cash of $134.2 million, compared to $211.7 million of cash provided for the nine months ended September 30, 2025. Cash flow from operations is primarily influenced by operating margins, timing of contract performance and the type of services we provide to our customers. The $77.6 million year-over-year decrease in cash provided by operating activities was primarily due to unfavorable net changes in operating assets and liabilities of $166.1 million offset by an increase of $74.8 million in net income. The unfavorable change in operating assets and liabilities was primarily due to the net unfavorable year-over-year changes in various working capital accounts that relate primarily to construction activities (accounts receivable, contract assets, accounts payable and contract liabilities) of $125.3 million. The decline in net cash provided by working capital accounts, mainly related to construction activities, was due to the timing of billings and payments under our contracts. The unfavorable change of $45.6 million in other liabilities was primarily due to the timing of tax payments.

Previous wording

In the six months ended June 30, 2026, we used net cash of $42.7 million in investing activities consisting of $45.0 million for capital expenditures, partially offset by $2.4 million of proceeds from the sale of equipment.

Current wording

In the nine months ended September 30, 2026, we used net cash of $402.7 million in investing activities consisting of $324.8 million to acquire Valley and $82.0 million for capital expenditures, partially offset by $4.0 million of proceeds from the sale of equipment.

Previous wording

In the six months ended June 30, 2026, financing activities used net cash of $57.4 million, consisting primarily of $47.4 million of net repayments under our revolving line of credit, $7.3 million of shares repurchased to satisfy tax obligations under our stock compensation programs and $2.3 million of payments under our equipment notes.

Current wording

In the nine months ended September 30, 2026, financing activities provided net cash of $144.6 million, consisting primarily of $199.3 million of borrowing under our term loans, partially offset by $37.4 million of net repayments under our revolving line of credit, $7.3 million of shares repurchased to satisfy tax obligations under our stock compensation programs, $4.6 million of payments under our equipment notes, $3.6 million of debt refinancing costs and $1.3 million of excise tax payments related to prior share repurchases.

Previous wording

After giving effect to the Valley acquisition, we continue to believe the remaining $225.5 million of borrowing availability under the Facility, cash on hand, future cash flow from operations and our ability to utilize short-term and long-term leases will provide sufficient liquidity for our short-term and long-term needs. Our primary short-term liquidity needs include cash for operations, debt service requirements, capital expenditures, and acquisition and joint venture opportunities. We believe we have adequate financial resources to meet our long-term liquidity needs and foreseeable material cash requirements, including those associated with funding future acquisition opportunities. We continue to invest in developing key management and craft personnel in both our T&D and C&I segments and in procuring the specific specialty equipment and tooling needed to win and execute projects of all sizes and complexity.

Current wording

As of September 30, 2026, we had $650.5 million of borrowing availability under our new revolving credit facility, as discussed below. We believe the remaining borrowing availability under this facility, cash on hand, future cash flow from operations and our ability to utilize short-term and long-term leases will provide sufficient liquidity for our short-term and long-term needs. Our primary short-term liquidity needs include cash for operations, debt service requirements, capital expenditures, and acquisition and joint venture opportunities. We believe we have adequate financial resources to meet our long-term liquidity needs and foreseeable material cash requirements, including those associated with funding future acquisition opportunities. We continue to invest in developing key management and craft personnel in both our T&D and C&I segments and in procuring the specific specialty equipment and tooling needed to win and execute projects of all sizes and complexities.

Previous wording

On May 31, 2023, the Company entered into a five-year third amended and restated credit agreement (the “Credit Agreement”) with a syndicate of banks led by JPMorgan Chase Bank, N.A. and Bank of America, N.A. that provides for a $490 million revolving credit facility, subject to certain financial covenants as defined in the Credit Agreement. The Facility allows for revolving loans in Canadian dollars and other non-US currencies, up to the U.S. dollar equivalent of $150 million. Up to $75 million of the Facility may be used for letters of credit, with an additional $75 million available for letters of credit, subject to the sole discretion of each issuing bank. The Facility also allows for $15 million to be used for swingline loans. The Company has an expansion option to increase the commitments under the Facility or enter into incremental term loans, subject to certain conditions, by up to an additional $200 million upon receipt of additional commitments from new or existing lenders. Subject to certain exceptions, the Facility is secured by substantially all of the assets of the Company and its domestic subsidiaries, and by a pledge of substantially all of the capital stock of the Company’s domestic subsidiaries and 65% of the capital stock of the direct foreign subsidiaries of the Company. Additionally, subject to certain exceptions, the Company’s domestic subsidiaries also guarantee the repayment of all amounts due under the Credit Agreement. The Credit Agreement provides for customary events of default. If an event of default occurs and is continuing, on the terms and subject to the conditions set forth in the Credit Agreement, amounts outstanding under the Facility may be accelerated and may become or be declared immediately due and payable. Borrowings under the Credit Agreement are used to refinance existing indebtedness, and to provide for future working capital, capital expenditures, acquisitions and other general corporate purposes.

Current wording

On September 8, 2026, the Company entered into a five-year Fourth Amended and Restated Credit Agreement (the “Credit Agreement”) with a syndicate of banks led by JPMorgan Chase Bank, N.A., Bank of America, N.A. and Wells Fargo Bank, National Association. The Credit Agreement provides for a revolving credit facility of $690 million (the “Revolving Facility”) and a term loan credit facility consisting of a U.S. Dollar tranche of $150 million and a Canadian Dollar tranche of C$70 million (the “Term Facility” and, together with the Revolving Facility, the “Facilities”). The Revolving Facility allows for revolving loans in Canadian dollars and other non-US currencies, up to the U.S. dollar equivalent of $200 million. The Credit Agreement also allows for up to $100 million of letters of credit and up to $25 million of swingline loans. The Company has an expansion option to increase the commitments under the Revolving Facility or enter into incremental term loans, subject to certain conditions, up to an additional $445 million upon receipt of additional commitments from new or existing lenders. Subject to certain exceptions, borrowings under the Facilities are secured by substantially all of the assets of the Company and its domestic subsidiaries, and by a pledge of substantially all of the capital stock of the Company’s domestic subsidiaries and 65% of the capital stock of the direct foreign subsidiaries of the Company. In addition, subject to certain exceptions, the Company’s domestic subsidiaries also guarantee the repayment of all amounts due under the Credit Agreement. The Credit Agreement also provides for customary events of default. If an event of default occurs and is continuing, on the terms and subject to the conditions set forth in the Credit Agreement, amounts outstanding under the Facilities may be accelerated and may become or be declared immediately due and payable. Borrowings under the Credit Agreement are generally used to refinance existing indebtedness and for future working capital, capital expenditures, acquisitions and other general corporate purposes.

Previous wording

Amounts borrowed under the Credit Agreement bear interest, at the Company’s option, at a rate equal to either (1) the Alternate Base Rate (as defined in the Credit Agreement), plus an applicable margin ranging from 0.25% to 1.00%; or (2) the Term Benchmark Rate (as defined in the Credit Agreement) plus an applicable margin ranging from 1.25% to 2.00%. The applicable margin is determined based on the Company’s Net Leverage Ratio (as defined in the Credit Agreement). Letters of credit issued under the Facility are subject to a letter of credit fee of 1.25% to 2.00% for non-performance letters of credit or 0.625% to 1.00% for performance letters of credit, based on the Company’s Net Leverage Ratio. The Company is subject to a commitment fee of 0.20% to 0.30%, based on the Company’s Net Leverage Ratio, on any unused portion of the Facility. The Credit Agreement restricts certain types of payments when the Company’s Net Leverage Ratio, after giving pro forma effect thereto, exceeds 2.75.

Current wording

Amounts borrowed under the Credit Agreement bear interest, at the Company’s option, at a rate equal to either (1) the Alternate Base Rate (as defined in the Credit Agreement), plus an applicable margin ranging from 0.25% to 1.00%; or (2) the Term Benchmark Rate (as defined in the Credit Agreement) plus an applicable margin ranging from 1.25% to 2.00%. The applicable margin is determined based on the Company’s Net Leverage Ratio (as defined in the Credit Agreement). Letters of credit issued under the Revolving Facility are subject to a letter of credit fee of 1.25% to 2.00% for standby letters of credit or 0.625% to 1.00% for commercial letters of credit, in each case based on the Company’s Net Leverage Ratio. The Company is also subject to a commitment fee of 0.20% to 0.30%, based on the Company’s Net Leverage Ratio, on any unused portion of the Revolving Facility. The Credit Agreement restricts certain types of payments when the Company’s Net Leverage Ratio, after giving pro forma effect to those payments, exceeds 2.75.

Previous wording

We had no borrowings outstanding under the Facility as of June 30, 2026. We had $47.4 million in borrowings outstanding under the Facility as of December 31, 2025. On July 1, 2026, subsequent to the end of the quarter, the Company borrowed $235.0 million under the Facility to fund a portion of the consideration for the Valley acquisition.

Current wording

As of September 30, 2026, we had $10.0 million of borrowings outstanding under the Revolving Facility. As of December 31, 2025, we had $47.4 million of borrowings outstanding under the Prior Revolving Facility.

Previous wording

As of June 30, 2026, we had $29.5 million in letters of credit outstanding under our Credit Agreement related to the Company's payment obligation under its insurance programs. As of December 31, 2025, we had $34.3 million in letters of credit outstanding under our Credit Agreement, including $34.2 million related to the Company's payment obligations under its insurance programs and $0.1 million related to contract performance obligations.

Current wording

As of September 30, 2026, we had $29.5 million in letters of credit outstanding under our Revolving Facility related to the Company's payment obligation under its insurance programs. As of December 31, 2025, we had $34.3 million in letters of credit outstanding under the revolving credit facility under our previous credit agreement, including $34.2 million related to the Company's payment obligations under its insurance programs and $0.1 million related to contract performance obligations.

Previous wording

As of June 30, 2026 and December 31, 2025, we had one outstanding Equipment Note collateralized by equipment and vehicles owned by us. As of June 30, 2026 and December 31, 2025, we also had one other equipment note outstanding collateralized by a vehicle owned by us. The outstanding balance of all equipment notes was $9.4 million as of June 30, 2026 and $11.6 million as of December 31, 2025. As of June 30, 2026, we had outstanding short-term equipment notes of approximately $4.7 million and outstanding long-term equipment notes of approximately $4.7 million. As of December 31, 2025, we had outstanding short-term and long-term equipment notes of approximately $4.6 million and $7.0 million, respectively.

Current wording

As of September 30, 2026 and December 31, 2025, we had one outstanding Equipment Note collateralized by equipment and vehicles owned by us. As of September 30, 2026 and December 31, 2025, we also had other equipment notes outstanding collateralized by equipment owned by us. The outstanding balance of all equipment notes was $7.3 million as of September 30, 2026 and $11.6 million as of December 31, 2025. As of September 30, 2026, we had outstanding short-term equipment notes of approximately $7.2 million and outstanding long-term equipment notes of approximately $0.1 million. As of December 31, 2025, we had outstanding short-term and long-term equipment notes of approximately $4.6 million and $7.0 million, respectively.

Previous wording

From time to time, the Company enters into non-cancelable leases for some of our facility, vehicle and equipment needs. These leases allow the Company to conserve cash by paying a monthly lease rental fee for the use of facilities, vehicles and equipment rather than purchasing them. The Company’s leases have remaining terms ranging from less than one to twelve years, some of which may include options to extend the leases for up to ten years, and some of which may include options to terminate the leases within one year. Typically, the Company has purchase options on the equipment underlying its long-term leases and many of its short-term rental arrangements. The Company may exercise some of these purchase options when the need for equipment is on-going and the purchase option price is attractive.

Current wording

From time to time, the Company enters into non-cancelable leases for some of our facility, vehicle and equipment needs. These leases allow the Company to conserve cash by paying a monthly lease rental fee for the use of facilities, vehicles and equipment rather than purchasing them. The Company’s leases have remaining terms ranging from less than one to eleven years, some of which may include options to extend the leases for up to ten years, and some of which may include options to terminate the leases within one year. Typically, the Company has purchase options on the equipment underlying its long-term leases and many of its short-term rental arrangements. The Company may exercise some of these purchase options when the need for equipment is on-going and the purchase option price is attractive.

Previous wording

The outstanding balance of operating lease obligations was $56.2 million as of June 30, 2026, consisting of short-term and long-term operating lease obligations of approximately $13.1 million and $43.1 million, respectively. The outstanding balance of operating lease obligations was $42.4 million as of December 31, 2025, consisting of short-term and long-term operating lease obligations of approximately $13.0 million and $29.4 million, respectively.

Current wording

The outstanding balance of operating lease obligations was $63.0 million as of September 30, 2026, consisting of short-term and long-term operating lease obligations of approximately $14.6 million and $48.4 million, respectively. The outstanding balance of operating lease obligations was $42.4 million as of December 31, 2025, consisting of short-term and long-term operating lease obligations of approximately $13.0 million and $29.4 million, respectively.

Previous wording

The outstanding balance of finance lease obligations was $1.6 million as of June 30, 2026, consisting of short-term and long-term finance lease obligations of approximately $0.8 million and $0.8 million, respectively. As of December 31, 2025, we had $2.0 million outstanding finance lease obligations, consisting of short-term and long-term finance lease obligations of approximately $0.8 million and $1.2 million, respectively.

Current wording

The outstanding balance of finance lease obligations was $2.4 million as of September 30, 2026, consisting of short-term and long-term finance lease obligations of approximately $1.1 million and $1.3 million, respectively. As of December 31, 2025, we had $2.0 million outstanding finance lease obligations, consisting of short-term and long-term finance lease obligations of approximately $0.8 million and $1.2 million, respectively.

Previous wording

As of June 30, 2026, we had approximately $48.6 million in outstanding purchase obligations for certain construction equipment to be paid with cash outlays scheduled to occur in 2026 and 2027.

Current wording

As of September 30, 2026, we had approximately $41.0 million in outstanding purchase obligations for certain construction equipment to be paid with cash outlays scheduled to occur in 2026 and 2027.

Previous wording

Many customers, particularly in connection with new construction, require us to post performance and payment bonds typically issued by a surety or financial institution. These bonds provide a guarantee to the customer that we will perform under the terms of a contract and that we will pay subcontractors and vendors. If we fail to perform under a contract or to pay subcontractors and vendors, the customer may demand that the surety make payments or provide services under the bond. We must reimburse our sureties for any expenses or outlays they incur. Under our continuing indemnity and security agreements with the issuers of the bonds, we may be required to grant them a security interest relating to a particular project. We believe that it is unlikely that we will have to fund significant claims under our surety arrangements. As of June 30, 2026, an aggregate of approximately $2.89 billion in original face amount of bonds issued by our sureties were outstanding. Our estimated remaining cost to complete these bonded projects was approximately $926.2 million as of June 30, 2026.

Current wording

Many customers, particularly in connection with new construction, require us to post performance and payment bonds typically issued by a surety or financial institution. These bonds provide a guarantee to the customer that we will perform under the terms of a contract and that we will pay subcontractors and vendors. If we fail to perform under a contract or to pay subcontractors and vendors, the customer may demand that the surety make payments or provide services under the bond. We must reimburse our sureties for any expenses or outlays they incur. Under our continuing indemnity and security agreements with the issuers of the bonds, we may be required to grant them a security interest relating to a particular project. We believe that it is unlikely that we will have to fund significant claims under our surety arrangements. As of September 30, 2026, an aggregate of approximately $3.76 billion in original face amount of bonds issued by our sureties were outstanding. Our estimated remaining cost to complete these bonded projects was approximately $1.09 billion as of September 30, 2026.