Shimmick Corp

Previous wording

As of April 3, 2026, we had a backlog of projects of approximately $944 million, mostly located in California, with ongoing projects in six other states. We self-perform many of these projects, which we believe allows us to better control critical aspects of construction, reduce cost and schedule risks, and deliver greater value to clients.

Current wording

As of July 3, 2026, we had a backlog of projects of approximately $991 million, mostly located in California, with ongoing projects in six other states. We self-perform many of these projects, which we believe allows us to better control critical aspects of construction, reduce cost and schedule risks, and deliver greater value to clients.

Previous wording

Equity in earnings of unconsolidated joint ventures

Current wording

Equity in Earnings (Loss) of Unconsolidated Joint Ventures

Previous wording

Projects started after the AECOM Sale Transaction ("Shimmick Projects") have focused on critical infrastructure aligned with our strategy, including water, climate resilience, energy transition and sustainable transportation. Revenue recognized on Shimmick Projects was $88 million and $93 million for the three months ended April 3, 2026 and April 4, 2025, respectively. The $5 million decrease in revenue was primarily the result of $21 million of decreases in revenue from lower activity on existing projects and projects winding down as well as $13 million of revenue from a fire clean-up project which was included in revenue for the three months ended April 4, 2025 but was completed during the second quarter of fiscal year 2025 and did not reoccur for the three months ended April 3, 2026, partially offset by $29 million of revenue from new higher margin projects ramping up.

Current wording

Projects started after the AECOM Sale Transaction ("Shimmick Projects") have focused on critical infrastructure aligned with our strategy, including water, climate resilience, energy transition and sustainable transportation. Revenue recognized on Shimmick Projects was $96 million and $113 million for the three months ended July 3, 2026 and July 4, 2025, respectively. The $17 million decrease in revenue was primarily the result of a $22 million decrease in revenue as the result of the completion of a lower margin operation and maintenance project during the third quarter of fiscal year 2025 and $32 million of decreases in revenue from lower activity on existing projects and projects winding down. These decreases were partially offset by $37 million of increases in revenue from new higher margin projects ramping up.

Previous wording

Gross margin recognized on Non-Core Projects was $1 million for the three months ended April 3, 2026 as compared to $(1) million for the three months ended April 4, 2025. The $2 million increase was primarily the result of a positive outcome of a project close-out as well as certain time and design-related schedule extensions identified during the three months ended April 4, 2025 which did not reoccur during the three months ended April 3, 2026.

Current wording

Gross margin recognized on Non-Core Projects was $2 million for the three months ended July 3, 2026 as compared to $(7) million for the three months ended July 4, 2025. The $9 million increase was primarily the result of certain time and design-related schedule extensions identified during the three months ended July 4, 2025 which did not reoccur during the three months ended July 3, 2026 as well as a favorable settlement and closeout of other Non-Core projects in the current year.

Previous wording

A subset of Non-Core Projects ("Non-Core Loss Projects") have experienced significant cost overruns due to the COVID pandemic, design issues, legal costs and other factors. In the Non-Core Loss Projects, we have recognized the estimated costs to complete and the loss expected from these projects. If the estimates of costs to complete fixed-price contracts indicate a further loss, the entire amount of the additional loss expected over the life of the project is recognized as a period cost in the cost of revenue. As these Non-Core Loss Projects continue to wind down to completion, no further gross margin will be recognized absent external factors and in some cases, there may be additional costs associated with these projects that could lower gross margin. Revenue recognized on these Non-Core Loss Projects was $(5) million and $18 million for the three months ended April 3, 2026 and April 4, 2025, respectively. Gross margin recognized on these Non-Core Loss Projects was $(1) million and $(2) million for the three months ended April 3, 2026 and April 4, 2025, respectively.

Current wording

A subset of Non-Core Projects ("Non-Core Loss Projects") has experienced significant cost overruns due to the COVID pandemic, design issues, legal costs and other factors. In the Non-Core Loss Projects, we have recognized the estimated costs to complete and the loss expected from these projects. If the estimates of costs to complete fixed-price contracts indicate a further loss, the entire amount of the additional loss expected over the life of the project is recognized as a period cost in the cost of revenue. As these Non-Core Loss Projects continue to wind down to completion, no further gross margin will be recognized absent external factors and in some cases, there may be additional costs associated with these projects that could lower gross margin. Revenue recognized on these Non-Core Loss Projects was $10 million and $13 million for the three months ended July 3, 2026 and July 4, 2025, respectively. Gross margin recognized on these Non-Core Loss Projects was $1 million and $(3) million for the three months ended July 3, 2026 and July 4, 2025, respectively. The change in gross margin was primarily the result of cost increases for time and design-related schedule extensions identified during the three months ended July 4, 2025 which did not reoccur during the three months ended July 3, 2026.

Previous wording

Other income, net remained approximately flat period over period.

Current wording

Other expense (income), net remained approximately flat period over period.

Previous wording

Due to an expected tax loss for the fiscal year ending 2026 and fiscal year ended 2025, no income tax expense was recorded for either the three months ended April 3, 2026 or the three months ended April 4, 2025.

Current wording

Due to an expected tax loss for the fiscal year ending 2026 and a realized tax loss for the fiscal year ended 2025, no income tax expense was recorded for either the three months ended July 3, 2026 or the three months ended July 4, 2025.

Previous wording

Net loss decreased by $6 million to a net loss of $4 million for the three months ended April 3, 2026, primarily due to an increase in gross margin of $6 million, partially offset by an increase in interest expense of $1 million as described above.

Current wording

Net loss decreased by $4 million to a net loss of $5 million for the three months ended July 3, 2026, primarily due to an increase in gross margin of $4 million and an increase in equity in earnings (loss) of unconsolidated joint ventures of $1 million, partially offset by an increase in interest expense of $1 million and an increase in selling, general and administrative expenses of $1 million, all as described above.

Previous wording

Non-Core Projects revenue was $200 thousand and $29 million for the three months ended April 3, 2026 and April 4, 2025, respectively. The $29 million decrease was primarily the result of the notice of termination associated with the Chickamauga Lock Replacement Project as well as a $10 million decrease from the Company working to wind down these Non-Core projects. See Note 12 - Subsequent Events for additional details.

Current wording

Non-Core Projects revenue was $11 million and $45 million for the six months ended July 3, 2026 and July 4, 2025, respectively. The $34 million decrease was primarily the result of the notice of termination associated with the Chickamauga Lock Replacement Project during May 2026 as well as a $16 million decrease from the Company working to wind down these Non-Core Projects.

Previous wording

Our capital expenditures were approximately $1 million for each of thethree months ended April 3, 2026 and April 4, 2025. Historically, we have had significant cash requirements in order to organically expand our business to undertake new projects. Our cash requirements include costs related to increased expenditures for equipment, facilities and information systems, purchase of materials and production of materials and cash to fund our organic expansion into new markets, including through joint ventures. Our working capital needs are driven by the seasonality and growth of our business, with our cash requirements greater in periods of growth. Additional cash requirements resulting from our growth include the costs of additional personnel, enhancing our information systems, our compliance with laws and rules applicable to being a public company and, in the future, our integration of any acquisitions. Unrestricted cash and cash equivalents at April 3, 2026 totaled $15 million and availability under the Credit Agreement and ACF Credit Agreement totaled $13 million and $6 million, respectively, resulting in total liquidity of $34 million.

Current wording

Our capital expenditures were approximately $1 million for each of the six months ended July 3, 2026 and July 4, 2025. Historically, we have had significant cash requirements in order to organically expand our business to undertake new projects. Our cash requirements include costs related to increased expenditures for equipment, facilities and information systems, purchase of materials and production of materials and cash to fund our organic expansion into new markets, including through joint ventures. Our working capital needs are driven by the seasonality and growth of our business, with our cash requirements greater in periods of growth. Additional cash requirements resulting from our growth include the costs of additional personnel, enhancing our information systems, our compliance with laws and rules applicable to being a public company and, in the future, our integration of any acquisitions. Unrestricted cash and cash equivalents at July 3, 2026 totaled $17 million and availability under the Credit Agreement and ACF Credit Agreement totaled $4 million and $12 million, respectively, resulting in total liquidity of $33 million.

Previous wording

The Credit Agreement contains customary affirmative and negative covenants for a transaction of this type, including covenants that limit liens, asset sales and investments, in each case subject to negotiated exceptions and baskets. In addition, the Credit Agreement contains a maximum leverage ratio covenant as tested quarterly commencing with the close of the second quarter of 2027. The Credit Agreement also contains representations and warranties and event of default provisions customary for a transaction of this type. The Company is not aware of any instances of noncompliance with non-financial or financial covenants as of April 3, 2026.

Current wording

The Credit Agreement contains customary affirmative and negative covenants for a transaction of this type, including covenants that limit liens, asset sales and investments, in each case subject to negotiated exceptions and baskets. In addition, the Credit Agreement contains a maximum leverage ratio covenant as tested quarterly commencing with the close of the third quarter of 2027. The Credit Agreement also contains representations and warranties and event of default provisions customary for a transaction of this type. The Company is not aware of any instances of noncompliance with non-financial or financial covenants as of July 3, 2026.

Previous wording

During the three months ended April 3, 2026, the Company paid $1 million in cash interest, and accrued $5 million in the aggregate in non-cash payment-in-kind interest as of April 3, 2026.

Current wording

During the six months ended July 3, 2026, the Company paid $2 million in cash interest and expensed $2 million in non-cash payment-in-kind interest. The total accrued payment-in-kind interest as of July 3, 2026 was $6 million.

Previous wording

On September 8, 2025, the Company entered into an At The Market Offering Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (the “Sales Agent”). Under the Sales Agreement, the Sales Agent may, at the Company’s discretion, sell up to $7.8 million of shares of the Company’s common stock, in “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended. The shares will be sold pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-288513), declared effective by the SEC on July 10, 2025, and the related prospectus supplement (the “Prospectus Supplement”) dated September 8, 2025 filed with the SEC in connection with the offer and sale of the shares.

Current wording

On September 8, 2025, we entered into an At The Market Offering Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (the “Sales Agent”). Under the Sales Agreement, the Sales Agent may, at our discretion, sell up to $7.8 million of shares of our common stock, in “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended. The shares will be sold pursuant to our Registration Statement on Form S-3 (File No. 333-288513), declared effective by the SEC on July 10, 2025, the related prospectus supplement (the “Initial Prospectus Supplement”) dated September 8, 2025 filed with the SEC in connection with the offer and sale of the shares, and the related prospectus supplement dated May 22, 2026, filed with the SEC in connection with the offering made pursuant to the Underwriting Agreement (the “Additional Prospectus Supplement,” and together with the Initial Prospectus Supplement, the “Prospectus Supplements”), which reduced the amount of our common stock registered under the Prospectus to $5.0 million.

Previous wording

The Company is not obligated to make any sales of shares under the Sales Agreement, and no assurance can be given that the Company will sell any shares under the Sales Agreement, or, if the Company does, as to the price or amount of shares that the Company will sell, or the dates on which any such sales will take place. The Company or the Sales Agent, under certain circumstances and upon notice to the other, may suspend the offering of the shares under the Sales Agreement. The offering of the Shares pursuant to the Sales Agreement will terminate upon the sale of shares in an aggregate offering amount equal to $7.8 million, or sooner if either the Company or the Sales Agent terminates the Sales Agreement. The Company will pay the Sales Agent a cash commission in an amount up to 3% of the gross proceeds from each sale of Shares sold pursuant to the Sales Agreement and will reimburse the Sales Agent for the documented fees and costs of its legal counsel reasonably incurred in connection with entering into the transactions contemplated by the Sales Agreement in an amount not to exceed $50,000 in the aggregate.

Current wording

We are not obligated to make any sales of shares under the Sales Agreement, and no assurance can be given that we will sell any shares under the Sales Agreement, or, if we do, as to the price or amount of shares that we will sell, or the dates on which any such sales will take place. We or the Sales Agent, under certain circumstances and upon notice to the other, may suspend the offering of the shares under the Sales Agreement. The offering of the Shares pursuant to the Sales Agreement will terminate upon the sale of shares in an aggregate offering amount equal to $7.8 million, or sooner if either we or the Sales Agent terminates the Sales Agreement. We will pay the Sales Agent a cash commission in an amount up to 3% of the gross proceeds from each sale of Shares sold pursuant to the Sales Agreement and will reimburse the Sales Agent for the documented fees and costs of its legal counsel reasonably incurred in connection with entering into the transactions contemplated by the Sales Agreement in an amount not to exceed $50,000 in the aggregate.

Previous wording

The Company made certain customary representations, warranties and covenants in the Sales Agreement concerning the Company and its subsidiaries and the Registration Statement, Prospectus, Prospectus Supplement and other documents and filings relating to the offering of the shares. In addition, the Company has agreed to indemnify the Sales Agent against certain liabilities, including liabilities under the Securities Act. The shares to be sold under the Sales Agreement, if any, will be issued and sold pursuant to the Company’s Registration Statement, and its Prospectus Supplement related thereto.

Current wording

We made certain customary representations, warranties and covenants in the Sales Agreement concerning us and our subsidiaries and the Registration Statement, Prospectus, Prospectus Supplements and other documents and filings relating to the offering of the shares. In addition, we have agreed to indemnify the Sales Agent against certain liabilities, including liabilities under the Securities Act. The shares to be sold under the Sales Agreement, if any, will be issued and sold pursuant to our Statement, and its Prospectus Supplements related thereto.

Previous wording

During the three months ended April 3, 2026, net cash used in operating activities was $8 million, compared to net cash used in operating activities of $38 million for the three months ended April 4, 2025. Cash flows used in operating activities were driven by net loss, adjusted for various non-cash items and changes in contract liabilities, contract assets, accounts payable and accrued expenses balances, accounts receivable and other assets and liabilities as discussed below.

Current wording

During the six months ended July 3, 2026, net cash used in operating activities was $25 million, compared to net cash used in operating activities of $42 million for the six months ended July 4, 2025. Cash flows used in operating activities were driven by net loss, adjusted for various non-cash items and changes in contract liabilities, contract assets, accounts payable and accrued expenses balances, accounts receivable and other assets and liabilities as discussed below.

Previous wording

Operating assets and liabilities — The change in operating assets and liabilities varies due to fluctuations and timing in operating activities. The changes in the components of operating assets and liabilities during the three months ended April 3, 2026 and April 4, 2025 were as follows:

Current wording

Operating assets and liabilities — The change in operating assets and liabilities varies due to fluctuations and timing in operating activities. The changes in the components of operating assets and liabilities during the six months ended July 3, 2026 and July 4, 2025 were as follows:

Previous wording

During the three months ended April 3, 2026, the decrease in operating assets and liabilities was $7 million, which was primarily driven by decreases in contract assets and accounts payable, partially offset by increases in accrued expenses and contract liabilities. The Company’s operating assets and liabilities fluctuations are impacted by the mix of projects in backlog, seasonality, the timing of new awards and related payments for work performed and the contract billings to the customer as projects are completed. Operating assets and liabilities are also impacted at period end by the timing of accounts receivable collections and accounts payable payments for projects.

Current wording

During the six months ended July 3, 2026, the decrease in operating assets and liabilities was $22 million, which was primarily driven by decreases in contract assets, contract liabilities and accounts receivable. The Company’s operating assets and liabilities fluctuations are impacted by the mix of projects in backlog, seasonality, the timing of new awards and related payments for work performed and the contract billings to the customer as projects are completed. Operating assets and liabilities are also impacted at period end by the timing of accounts receivable collections and accounts payable payments for projects.

Previous wording

For the three months ended April 3, 2026, net cash provided by financing activities was $3 million, which primarily consisted of borrowings from credit agreements of $10 million, partially offset by repayments on credit and loan agreements of $7 million.

Current wording

For the six months ended July 3, 2026, net cash provided by financing activities was $19 million, which primarily consisted of borrowings from credit agreements of $33 million and net proceeds from an underwritten equity offering of $14 million, partially offset by repayments on credit and loan agreements of $27 million.

Previous wording

For the three months ended April 4, 2025, net cash provided by financing activities was $22 million, which primarily consisted of net borrowings from credit and loan agreements of $23 million, partially offset by $1 million of other, net which is primarily comprised of debt issuance costs incurred for the ACF Credit Agreement and Ansley Loan Agreement entered into during the three months ended April 4, 2025.

Current wording

For the six months ended July 4, 2025, net cash provided by financing activities was $27 million, which primarily consisted of net borrowings from credit and loan agreements of $28 million, partially offset by $1 million of other, net which is primarily comprised of debt issuance costs incurred for the ACF Credit Agreement and Ansley Loan Agreement entered into during the first quarter of 2025.

Previous wording

We obtain standby letters of credit required by our insurance carriers. The Company did not have any letters of credit outstanding as of April 3, 2026 or January 2, 2026.

Current wording

We obtain standby letters of credit required by our insurance carriers. At July 3, 2026, the total amount of standby letters of credit outstanding was $10 million. The Company did not have any letters of credit as of January 2, 2026.

Previous wording

Contractual obligations of the Company consisted of liabilities associated with remaining lease payments for the remainder of the fiscal year ending January 1, 2027 through the fiscal years ending through January 3, 2030 of approximately $6 million, $4 million, $4 million, $3 million, $2 million, respectively, and approximately $1 million in the aggregate thereafter based on balances outstanding as of April 3, 2026.

Current wording

Contractual obligations of the Company consisted of liabilities associated with remaining lease payments for the remainder of the fiscal year ending January 1, 2027 through the fiscal years ending January 3, 2030 of approximately $4 million, $4 million, $4 million, $3 million, $2 million, respectively, and approximately $1 million in the aggregate thereafter based on balances outstanding as of July 3, 2026.

Previous wording

As of April 3, 2026, we had a backlog of projects of $944 million.

Current wording

As of July 3, 2026, we had a backlog of projects of $991 million.