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Primoris Services Corp

For the period ended Sep 30, 2026. Filed Nov 4, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 4, 2026

PRIM$65.40+9.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-05.

0001104659-26-090540

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

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-04.

0001104659-26-122218

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 109 previous paragraphs and 113 current paragraphs.

53 unchanged; 52 reworded; 4 added; 2 removed; 2 previous and 4 current paragraphs rearranged.

Tables are not compared: 37 previous and 35 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (4)

Current report

Transaction and related costs were $0.8 million during the three months ended September 30, 2026, compared to $1.0 million for the three months ended September 30, 2025.

Current report

Operating income for the three months ended September 30, 2026, increased $15.0 million, or 27.2%, compared to the same period in 2025 due to higher gross margins and revenue growth. Gross profit as a percentage of revenue during the

Current report

three months ended September 30, 2026, increased to 13.0% compared to 11.7% in the same period in 2025 primarily due to improved performance in our power delivery operations in 2026.
Removed paragraphs (2)

Previous report

Operating income for the three months ended June 30, 2026, decreased $11.0 million, or 16.8% compared to the same period in 2025 due to lower gross margins, partially offset by revenue growth. Gross profit as a percentage of revenue during the three months ended June 30, 2026, decreased to 11.9% compared to 14.1% in the same period in 2025 primarily due to the impact of favorable project closeouts in our gas operations business in 2025, and a decrease in higher margin storm restoration work in 2026.
Reworded paragraphs (52)

Previous wording

This Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 (“Second Quarter 2026 Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, growth opportunities, the effects of regulation and the economy, generally. Forward-looking statements include all statements that are not historical facts and usually can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions.

Current wording

This Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026 (“Third Quarter 2026 Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, growth opportunities, the effects of regulation and the economy, generally. Forward-looking statements include all statements that are not historical facts and usually can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions.

Previous wording

We discuss many of these risks in detail in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025 and our other filings with the Securities and Exchange Commission (“SEC”). You should read this Second Quarter 2026 Report, our Annual Report on Form 10-K for the year ended December 31, 2025 and our other filings with the SEC completely and with the understanding that our actual future results may be materially different from what we expect.*

Current wording

We discuss many of these risks in detail in Part 1, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025 and our other filings with the Securities and Exchange Commission (“SEC”). You should read this Third Quarter 2026 Report, our Annual Report on Form 10-K for the year ended December 31, 2025 and our other filings with the SEC completely and with the understanding that our actual future results may be materially different from what we expect.*

Previous wording

Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Second Quarter 2026 Report. We assume no obligation to update these forward-looking statements publicly, or to update the reasons actual

Current wording

Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Third Quarter 2026 Report. We assume no obligation to update these forward-looking statements publicly, or to update the reasons actual

Previous wording

The following discussion and analysis should be read in conjunction with the unaudited financial statements and the accompanying notes included in Part 1, Item 1 of this Second Quarter 2026 Report and our Annual Report on Form 10-K for the year ended December 31, 2025.

Current wording

The following discussion and analysis should be read in conjunction with the unaudited financial statements and the accompanying notes included in Part 1, Item 1 of this Third Quarter 2026 Report and our Annual Report on Form 10-K for the year ended December 31, 2025.

Previous wording

We are a leading provider of infrastructure services operating mainly in the United States and Canada. We provide a wide range of construction, maintenance, replacement, and engineering services to a diversified base of customers through our two segments: Utilities and Energy. The structure of our reportable segments is generally focused on broad end-user markets for our services.

Current wording

We are a leading provider of critical infrastructure services operating mainly in the United States and Canada. We provide a wide range of construction, maintenance, replacement, and engineering services to a diversified base of customers through our two segments: Utilities and Energy. The structure of our reportable segments is generally focused on broad end-user markets for our services.

Previous wording

We generate revenue under a range of contracting types, including fixed-price, unit-price, time and material, and cost reimbursable plus fee contracts, each of which has a different risk profile. A portion of our revenue is derived from contracts where scope is adequately defined, and therefore we can reasonably estimate total contract value. For these contracts, revenue is recognized over time as work is completed because of the continuous transfer of control to the customer (typically using an input measure such as costs incurred to date relative to total estimated costs at completion to measure progress). For certain contracts, where scope is not adequately defined and we can’t reasonably estimate total contract value, revenue is recognized either on an input basis, based on contract costs incurred as defined within the respective contracts, or an output basis based on units completed. Costs to obtain contracts are generally not significant and are expensed in the period incurred.

Current wording

We generate revenue under a range of contracting types, including fixed-price, unit-price, time and material, and cost reimbursable plus fee contracts, each of which has a different risk profile. A portion of our revenue is derived from contracts where scope is adequately defined, and therefore we can reasonably estimate total contract value. For these contracts, revenue is recognized over time as work is completed because of the continuous transfer of control to the customer (typically using an input measure such as costs incurred to date relative to total estimated costs at completion to measure progress). For certain contracts, where scope is not adequately defined and we cannot reasonably estimate total contract value, revenue is recognized either on an input basis, based on contract costs incurred as defined within the respective contracts, or an output basis based on units completed. Costs to obtain contracts are generally not significant and are expensed in the period incurred.

Previous wording

Fluctuations in the market prices of oil, gas and other fuel sources have affected demand for our services. Volatility in the prices of oil, gas, and liquid natural gas that has occurred in recent years has created uncertainty with respect to demand for our pipeline services, both in the near term and for future projects. While the construction of gathering lines within the oil shale formations may remain at lower levels for a period, we believe that over time, the need for pipeline infrastructure for midstream and gas utility companies will result in a continuing need for our services.

Current wording

Fluctuations in the market prices of oil, gas and other fuel sources have affected demand for our services. Volatility in the prices of oil, gas, and liquefied natural gas that has occurred in recent years has created uncertainty with respect to demand for our pipeline services, both in the near term and for future projects. While the construction of gathering lines within the oil shale formations may remain at lower levels for a period, we believe that over time, the need for pipeline infrastructure for midstream and gas utility companies will result in a continuing need for our services.

Previous wording

The continuing changes in the regulatory environment have affected the demand for our services, either by increasing our work, delaying projects, or cancelling projects. For example, environmental laws and regulations have provided challenges to pipeline projects, resulting in delays or cancellations that impact the timing of revenue recognition. However, the regulatory environment in certain states has resulted in an increase in the construction of gas-fired power plants. In addition, increased demand for electric power is also expanding opportunities for our Energy segment, such as the need for battery storage and the construction of utility scale solar facilities, and natural gas generation facilities.

Current wording

The continuing changes in the regulatory environment have affected the demand for our services, either by increasing our work, delaying projects, or cancelling projects. For example, environmental laws and regulations have provided challenges to pipeline projects, resulting in delays or cancellations that impact the timing of revenue recognition. However, the regulatory environment in certain states has resulted in an increase in the construction of gas-fired power plants. In addition, increased demand for electric power is also expanding opportunities for our Energy segment, such as the need for battery storage and the construction of utility scale solar facilities and natural gas generation facilities. The rapid growth of artificial intelligence computing and hyperscale data center development is also increasing demand for power generation, transmission, distribution and electrical infrastructure. As utilities, power producers and data center developers invest to support increasing electrical demand, we believe these trends may create additional opportunities across portions of both our Energy and Utilities segments.

Previous wording

We are exposed to certain market risks related to changes in interest rates. To monitor and manage these market risks, we have established risk management policies and procedures. Our Revolving Credit Facility, New Term Loan, and Accounts Receivable Securitization Facility bear interest at a variable rate which exposes us to interest rate risk. From time to time, we may use certain derivative instruments to hedge our exposure to variable interest rates. As of June 30, 2026, none of our variable rate debt outstanding was economically hedged. Based on our variable rate debt outstanding as of June 30, 2026, a 1.0% increase or decrease in interest rates would change annual interest expense by approximately $7.8 million.

Current wording

We are exposed to certain market risks related to changes in interest rates. To monitor and manage these market risks, we have established risk management policies and procedures. Our Revolving Credit Facility, New Term Loan, and AR Facility bear interest at a variable rate which exposes us to interest rate risk. From time to time, we may use certain derivative instruments to hedge our exposure to variable interest rates. As of September 30, 2026, none of our variable rate debt outstanding was economically hedged. Based on our variable rate debt outstanding as of September 30, 2026, a 1.0% increase or decrease in interest rates would change annual interest expense by approximately $7.7 million.

Previous wording

We continuously evaluate the marketplace for acquisition opportunities to further our strategic growth plans. Due to our reputation, size, financial resources, geographic presence and range of services, we have numerous opportunities to acquire companies or selected portions of such companies. We evaluate an acquisition opportunity based on its ability to strengthen our leadership in the markets we serve, the services they provide and the additional new geographies and clients they bring. Acquisitions are inherently risky, and no assurance can be given that our previous or future acquisitions will be successful or will not have a material adverse effect on our financial position, results of operations or cash flows.

Current wording

We continuously evaluate the marketplace for acquisition opportunities to further our strategic growth plans. Due to our reputation, size, financial resources, geographic presence and range of services, we have numerous opportunities to acquire companies or selected portions of such companies. We evaluate acquisition opportunities based on their ability to strengthen our leadership in the markets we serve, expand our service offerings, and add new geographies and clients. Acquisitions are inherently risky, and no assurance can be given that our previous or future acquisitions will be successful or will not have a material adverse effect on our financial position, results of operations or cash flows.

Previous wording

On May 1, 2026, we completed the acquisition of PayneCrest Electric, Inc. (“PayneCrest”) in an all-cash transaction valued at approximately $404.7 million, net of cash acquired. PayneCrest is a leading electrical construction and services provider supporting industrial, manufacturing, and advanced facilities. The acquisition increases our exposure to the high-growth data center services market and expands opportunities for integrating our industrial and renewables businesses with complementary electrical construction capabilities. The total purchase price was funded through a combination of borrowings under our term loan facility (as amended) and cash on hand. We incorporated PayneCrest operations into our Energy segment. For more information, see Note 4 – “Acquisitions”in Item 1, Financial Statements of this Second Quarter 2026 Report.

Current wording

On May 1, 2026, we completed the acquisition of PayneCrest Electric, Inc. (“PayneCrest”) in an all-cash transaction valued at approximately $404.7 million, net of cash acquired. PayneCrest is a leading electrical construction and services provider supporting industrial, manufacturing, and advanced facilities. The acquisition increases our exposure to the high-growth data center services market and expands opportunities for integrating our industrial and renewables businesses with complementary electrical construction capabilities. The total purchase price was funded through a combination of borrowings under our term loan facility (as amended) and cash on hand. We incorporated PayneCrest

Previous wording

The following discussion compares the results of the three and six months ended June 30, 2026, to the three and six months ended June 30, 2025.

Current wording

The following discussion compares the results of the three and nine months ended September 30, 2026, to the three and nine months ended September 30, 2025.

Previous wording

Revenue was $1.7 billion for the three months ended June 30, 2026, a decrease of $0.2 billion, or 10.7%, compared to the same period in 2025. The decrease was due to lower revenue in our Energy segment.

Current wording

Revenue was $2.0 billion for the three months ended September 30, 2026, a decrease of $0.2 billion, or 10.4%, compared to the same period in 2025. The decrease was due to lower revenue in our Energy segment, partially offset by growth in our Utilities segment.

Previous wording

Revenue was $3.2 billion for the six months ended June 30, 2026, a decrease of $0.3 billion, or 8.2%, compared to the same period in 2025. The decrease was due to lower revenue in our Energy segment partially offset by growth in the Utilities segment.

Current wording

Revenue was $5.2 billion for the nine months ended September 30, 2026, a decrease of $0.5 billion, or 9.0%, compared to the same period in 2025. The decrease was due to lower revenue in our Energy segment partially offset by growth in the Utilities segment.

Previous wording

Gross profit was $82.4 million for the three months ended June 30, 2026, a decrease of $149.3 million, or 64.4% compared to the same period in 2025. The decrease was primarily due to a decrease in revenue and margin in the Energy segment and a decrease in margin in the Utilities segment. Gross profit as a percentage of revenue decreased to 4.9% for the three months ended June 30, 2026, compared to 12.3% for the same period in 2025 primarily driven by lower margins in the Energy and Utilities segments.

Current wording

Gross profit was $204.7 million for the three months ended September 30, 2026, a decrease of $31.0 million, or 13.2%, compared to the same period in 2025. The decrease was primarily due to a decrease in revenue and margin in the

Previous wording

Gross profit was $217.1 million for the six months ended June 30, 2026, a decrease of $185.3 million, or 46.0%, compared to the same period in 2025. The decrease was primarily due to a decrease in revenue and margin in the Energy segment. Gross profit as a percentage of revenue decreased to 6.7% for the six months ended June 30, 2026, compared to 11.4% for the same period in 2025 primarily driven by lower margins in the Energy segment.

Current wording

Gross profit was $421.8 million for the nine months ended September 30, 2026, a decrease of $216.3 million, or 33.9%, compared to the same period in 2025. The decrease was primarily due to a decrease in revenue and margin in the Energy segment, partially offset by revenue growth in the Utilities segment. Gross profit as a percentage of revenue decreased to 8.1% for the nine months ended September 30, 2026, compared to 11.2% for the same period in 2025 primarily driven by lower margins in the Energy segment.

Previous wording

SG&A expenses were $106.3 million during the three months ended June 30, 2026, an increase of $1.7 million, or 1.6%, compared to 2025, due to the acquisition of PayneCrest, partially offset by lower incentive compensation costs. SG&A expenses as a percentage of revenue increased to 6.3% compared to 5.5% for the corresponding period in 2025 primarily due to lower revenue.

Current wording

SG&A expenses were $109.0 million during the three months ended September 30, 2026, an increase of $11.3 million, or 11.6%, compared to the same period in 2025, primarily due to the acquisition of PayneCrest. SG&A expenses as a percentage of revenue increased to 5.6% compared to 4.5% for the corresponding period in 2025 primarily due to lower revenue.

Previous wording

SG&A expenses were $212.0 million during the six months ended June 30, 2026, an increase of $7.9 million, or 3.9%, compared to 2025, primarily due to the acquisition of PayneCrest, partially offset by lower incentive compensation costs. SG&A expenses as a percentage of revenue increased to 6.5% compared to 5.8% for the corresponding period in 2025 primarily due to lower revenue.

Current wording

SG&A expenses were $321.1 million during the nine months ended September 30, 2026, an increase of $19.4 million, or 6.4%, compared to the same period in 2025, primarily due to the acquisition of PayneCrest, partially offset by lower incentive compensation costs. SG&A expenses as a percentage of revenue increased to 6.2% compared to 5.3% for the corresponding period in 2025 due to the combination of lower revenue and incremental costs associated with the acquired operations.

Previous wording

Transaction and related costs were $2.9 million during the three months ended June 30, 2026, compared to $0.5 million for the three months ended June 30, 2025. The increase was primarily due to professional fees paid to advisors associated with the PayneCrest acquisition.

Current wording

Transaction and related costs were $8.2 million during the nine months ended September 30, 2026, compared to $2.4 million for the nine months ended September 30, 2025. The increase was primarily due to professional fees paid to advisors associated with the PayneCrest acquisition.

Previous wording

Non-operating income and expense items for the three and six months ended June 30, 2026, and 2025 were as follows (in millions):

Current wording

Non-operating income and expense items for the three and nine months ended September 30, 2026, and 2025 were as follows (in millions):

Previous wording

Interest expense, net for the three months ended June 30, 2026, increased $3.1 million compared to the same period in 2025, due to higher average debt balances, offset by a lower average interest rate.

Current wording

Interest expense, net for the three months ended September 30, 2026, increased $7.3 million compared to the same period in 2025, primarily due to higher average debt and AR Facility balances, partially offset by a lower average interest rate.

Previous wording

Interest expense, net for the six months ended June 30, 2026, decreased $0.1 million compared to the same period in 2025, due to a lower average interest rate, offset by higher average debt balances.

Current wording

Interest expense, net for the nine months ended September 30, 2026, increased $7.1 million compared to the same period in 2025, due to higher average debt and AR Facility balances, partially offset by a lower average interest rate.

Previous wording

We are subject to tax liabilities imposed by multiple jurisdictions. We determine our best estimate of the annual effective tax rate at each interim period using expected annual pre-tax earnings, statutory tax rates and available tax planning opportunities. Certain significant or unusual items are separately recognized in the quarter in which they occur, which can cause variability in the effective tax rate from quarter to quarter. We recognize interest and penalties related to uncertain tax positions, if any, as income tax expense.

Current wording

We are subject to tax liabilities imposed by multiple jurisdictions. We determine our best estimate of the annual effective tax rate at each interim period using expected annual pre-tax earnings, statutory tax rates and available tax planning opportunities. Certain significant or unusual items are separately recognized in the quarter in which they occur,

Previous wording

The effective tax rate for the six month period ended June 30, 2026, of 59.5%, differs from the U.S. federal statutory rate of 21.0%, primarily due to discrete tax benefits for equity compensation paid in the first six months, partially offset by state income tax expense and nondeductible components of per diem expenses. The effective tax rate for the six

Current wording

The effective tax rate for the nine month period ended September 30, 2026, of 30.3%, differs from the U.S. federal statutory rate of 21.0%, primarily due to state income tax expense and nondeductible components of per diem expenses, partially offset by discrete tax benefits for equity compensation paid in the first nine months. The effective tax rate for the nine month period ended September 30, 2025, of 28.5% differs from the U.S. federal statutory rate of 21.0% primarily due to state income tax expense and nondeductible components of per diem expenses.

Previous wording

We recorded an income tax benefit for the six months ended June 30, 2026, of $9.9 million compared to an income tax expense of $52.5 million for the six months ended June 30, 2025. The $62.4 million change is primarily driven by a $197.7 million decrease in pretax income and an increase in the effective tax rate.

Current wording

We recorded an income tax expense for the nine months ended September 30, 2026, of $19.3 million compared to an income tax expense of $88.9 million for the nine months ended September 30, 2025. The $69.6 million change is primarily driven by a $248.2 million decrease in pretax income.

Previous wording

Revenue increased by $19.6 million, or 2.8%, for the three months ended June 30, 2026, compared to the same period in 2025, primarily due to increased activity in our gas operations and power delivery businesses, partially offset by decreased activity in our communications business.

Current wording

Revenue increased by $33.4 million, or 4.5%, for the three months ended September 30, 2026, compared to the same period in 2025, primarily due to increased activity in our gas operations and power delivery businesses, partially offset by decreased activity in our communications business.

Previous wording

Revenue decreased by $389.8 million, or 16.6%, for the six months ended June 30, 2026, compared to the same period in 2025, primarily attributable to decreased renewable energy activity, due to slower than anticipated start of new projects, release of new work, and slower than expected financial close associated with certain projects. The decrease was partially offset by the incremental impact from the acquisition of PayneCrest.

Current wording

Revenue decreased by $261.9 million, or 17.6%, for the three months ended September 30, 2026, compared to the same period in 2025, primarily attributable to decreased renewable energy activity, due to slower than anticipated start of new projects and release of new work. The decrease was partially offset by the incremental impact from the acquisition of PayneCrest and an increase in power generation projects compared to 2025.

Previous wording

Operating income for the three months ended June 30, 2026, decreased by $149.0 million compared to the same period in 2025, due to decreased revenue and lower gross margins. Gross loss as a percentage of revenue was (0.3%) during the three months ended June 30, 2026, compared to gross profit as a percentage of revenue of 10.8% in the same period in 2025 primarily due to cost overruns in 2026 associated with six renewable energy projects. These higher costs were driven in part by project redesign efforts, changes in project sequencing, labor productivity challenges, sub-surface issues, and unfavorable weather conditions. Two of the six projects were substantially complete in the second quarter of 2026, three are expected to be substantially complete in the third quarter of 2026, and the remaining project is expected to be substantially complete in the fourth quarter of 2026. In addition, we have had lower than anticipated volumes in 2026, which led to higher relative carrying costs for equipment and personnel.

Current wording

Operating income for the three months ended September 30, 2026, decreased by $57.6 million compared to the same period in 2025, due to decreased revenue and lower gross margins. Gross profit as a percentage of revenue was 8.5% during the three months ended September 30, 2026, compared to 10.1% in the same period in 2025 primarily due to the lagging effect of completing renewables projects that experienced operational challenges. In addition, we have had lower than anticipated volumes in 2026, which led to higher relative carrying costs for equipment and personnel.

Previous wording

Operating performance by segment for the six months ended June 30, 2026 and 2025 was as follows (in millions):

Current wording

Operating performance by segment for the nine months ended September 30, 2026 and 2025 was as follows (in millions):

Previous wording

Revenue increased by $89.1 million, or 7.1%, for the six months ended June 30, 2026, compared to the same period in 2025, primarily due to increased activity in our power delivery and gas operations markets, partially offset by decreased activity in our communications market.

Current wording

Revenue increased by $122.5 million, or 6.1%, for the nine months ended September 30, 2026, compared to the same period in 2025, primarily due to increased activity in our gas operations and power delivery businesses, partially offset by decreased activity in our communications business.

Previous wording

Operating income for the six months ended June 30, 2026, increased $1.4 million, or 1.7% compared to the same period in 2025 due to lower gross margins, partially offset by revenue growth. Gross profit as a percentage of revenue during the six months ended June 30, 2026, decreased to 10.9% compared to 11.9% in the same period in 2025 primarily due to a favorable impact from project closeouts in our gas operations business in 2025 and a decrease in higher margin storm restoration work in 2026.

Current wording

Operating income for the nine months ended September 30, 2026, increased $16.2 million, or 11.7% compared to the same period in 2025 primarily due to revenue growth. Gross profit as a percentage of revenue during the nine months ended September 30, 2026, was comparable to the same period in 2025.

Previous wording

Revenue decreased by $236.9 million, or 19.2%, for the three months ended June 30, 2026, compared to the same period in 2025, primarily attributable to decreased renewable energy activity, due to slower than anticipated start of new projects, release of new work, and slower than expected financial close associated with certain projects. The decrease was partially offset by the incremental impact from the acquisition of PayneCrest.

Current wording

Revenue decreased by $651.8 million, or 17.0%, for the nine months ended September 30, 2026, compared to the same period in 2025, primarily attributable to decreased renewable energy activity, due to slower than anticipated start of new projects, release of new work, and slower than expected financial close associated with certain projects. The decrease was partially offset by the incremental impact from the acquisition of PayneCrest and an increase in power generation projects compared to 2025.

Previous wording

Operating income for the six months ended June 30, 2026, decreased by $198.1 million compared to the same period in 2025, due to decreased revenue and lower gross margins. Gross profit as a percentage of revenue decreased to 3.6% during the six months ended June 30, 2026, compared to 10.8% in the same period in 2025 primarily due to cost overruns in 2026 associated with six renewable energy projects. These higher costs were driven in part by project redesign efforts, changes in project sequencing, labor productivity challenges, sub-surface issues, and unfavorable weather conditions. Two of the six projects were substantially complete in the second quarter of 2026, three are expected to be substantially complete in the third quarter of 2026, and the remaining project is expected to be substantially complete in the fourth quarter of 2026. In addition, we have had lower than anticipated volumes in 2026, which led to higher relative carrying costs for equipment and personnel.

Current wording

Operating income for the nine months ended September 30, 2026, decreased by $255.6 million compared to the same period in 2025, due to decreased revenue and lower gross margins. Gross profit as a percentage of revenue decreased to 5.5% during the nine months ended September 30, 2026, compared to 10.5% in the same period in 2025 primarily due to cost overruns in 2026 associated with six renewable energy projects. These higher costs were driven in part by project redesign efforts, changes in project sequencing, labor productivity challenges, sub-surface issues, and unfavorable weather conditions. Five of the six projects were materially complete as of September 30, 2026, and the remaining project is expected to be materially complete in the fourth quarter of 2026. In addition, we have had lower than anticipated volumes in 2026, which led to higher relative carrying costs for equipment and personnel.

Previous wording

The majority of our revenue is derived from customers in the United States with approximately 3.0% generated from sources outside of the United States during the six months ended June 30, 2026, principally in Canada.

Current wording

The majority of our revenue is derived from customers in the United States with approximately 3.0% generated from sources outside of the United States during the nine months ended September 30, 2026, principally in Canada.

Previous wording

As of June 30, 2026, there were no outstanding borrowings under the Revolving Credit Facility, commercial letters of credit outstanding were $9.3 million, and available borrowing capacity was $740.7 million. In addition, there were no

Current wording

As of September 30, 2026, there were no outstanding borrowings under the Revolving Credit Facility, commercial letters of credit outstanding were $9.3 million, and available borrowing capacity was $740.7 million. In addition, there were

Previous wording

outstanding borrowings under our Canadian credit facilities as of June 30, 2026, commercial letters of credit outstanding were $0.4 million in Canadian dollars and available borrowing capacity was $13.6 million in Canadian dollars.

Current wording

no outstanding borrowings under our Canadian credit facilities as of September 30, 2026, commercial letters of credit outstanding were $0.4 million in Canadian dollars and available borrowing capacity was $13.6 million in Canadian dollars.

Previous wording

We have an Accounts Receivable Securitization Facility (the “AR Facility”) to reduce interest costs and improve cash flows from trade accounts receivable. Under the AR Facility we may sell or pledge trade accounts receivable as they are originated to a wholly owned bankruptcy remote special purpose entity. The maximum commitment amount under the AR Facility is $250.0 million. The total outstanding balance of trade accounts receivable that have been sold and derecognized is $213.5 million as of June 30, 2026. In addition, no trade accounts receivable have been pledged as of June 30, 2026. As of June 30, 2026, we had $36.5 million of available capacity under the AR Facility.

Current wording

We have an Accounts Receivable Securitization Facility (the “AR Facility”) to reduce interest costs and improve cash flows from trade accounts receivable. Under the AR Facility we may sell or pledge trade accounts receivable as they are originated to a wholly owned bankruptcy remote special purpose entity. The maximum commitment amount under the AR Facility is $400.0 million. The total outstanding balance of trade accounts receivable that have been sold and derecognized is $288.5 million as of September 30, 2026. In addition, no trade accounts receivable have been pledged as of September 30, 2026. As of September 30, 2026, we had $111.5 million of available capacity under the AR Facility.

Previous wording

Our cash and cash equivalents totaled $218.2 million as of June 30, 2026, compared to $535.5 million as of December 31, 2025. We anticipate that our cash and investments on hand, existing borrowing capacity under our credit facilities, access to and capacity under a shelf registration statement, and our future cash flows from operations will provide sufficient funds to enable us to meet our operating needs, our planned capital expenditures, and settle our commitments and contingencies for the next twelve months and the foreseeable future.

Current wording

Our cash and cash equivalents totaled $203.5 million as of September 30, 2026, compared to $535.5 million as of December 31, 2025. We anticipate that our cash and investments on hand, existing borrowing capacity under our credit facilities, access to and capacity under a shelf registration statement, and our future cash flows from operations will provide sufficient funds to enable us to meet our operating needs, our planned capital expenditures, and settle our commitments and contingencies for the next twelve months and the foreseeable future.

Previous wording

The construction industry is capital intensive, and we expect to continue to make capital expenditures to meet anticipated needs for our services. During the six months ended June 30, 2026, we spent approximately $50.3 million for capital expenditures, which included $28.4 million for construction equipment and $13.1 million on our facilities. Capital expenditures for the remaining six months of 2026 are expected to total between $70.0 million and $90.0 million, which includes $60.0 million to $80.0 million for equipment.

Current wording

The construction industry is capital intensive, and we expect to continue to make capital expenditures to meet anticipated needs for our services. During the nine months ended September 30, 2026, we spent approximately $92.4 million for capital expenditures, which included $61.5 million for construction equipment and $22.3 million on our facilities. Capital expenditures for the remaining three months of 2026 are expected to total between $30.0 million and $40.0 million, which includes $20.0 million to $30.0 million for equipment.

Previous wording

Cash flows during the six months ended June 30, 2026 and 2025 are summarized as follows (in millions):

Current wording

Cash flows during the nine months ended September 30, 2026 and 2025 are summarized as follows (in millions):

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Current report — wording carried from elsewhere

operations into our Energy segment. For more information, see Note 4 – “Acquisitions”in Item 1, Financial Statements of this Third Quarter 2026 Report.

Current report — wording carried from elsewhere

Energy segment partially offset by an increase in margin in the Utilities segment. Gross profit as a percentage of revenue decreased to 10.5% for the three months ended September 30, 2026, compared to 10.8% for the same period in 2025, primarily driven by lower margins in the Energy segment, partially offset by higher margins in the Utilities segment.

Current report — wording carried from elsewhere

which can cause variability in the effective tax rate from quarter to quarter. We recognize interest and penalties related to uncertain tax positions, if any, as income tax expense.

Current report — wording carried from elsewhere

Net cash provided by operating activities for the nine months ended September 30, 2026 was $8.9 million compared to $327.5 million cash provided by operating activities for the nine months ended September 30, 2025. The
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Previous report — wording carried elsewhere

Transaction and related costs were $7.4 million during the six months ended June 30, 2026, compared to $1.3 million for the six months ended June 30, 2025. The increase was primarily due to professional fees paid to advisors associated with the PayneCrest acquisition.

Previous report — wording carried elsewhere

month period ended June 30, 2025, of 29.0% differs from the U.S. federal statutory rate of 21.0% primarily due to state income tax expense and nondeductible components of per diem expenses.