Centuri Holdings, Inc.

Previous wording

We use a 52/53-week fiscal year that ends on the Sunday closest to the end of the calendar year. Unless otherwise stated, references to months and quarters throughout relate to fiscal months and quarters rather than calendar months and quarters. The first fiscal quarters of 2026 and 2025 ended on March 29, 2026 and March 30, 2025, respectively, and each period had 13 weeks.

Current wording

We use a 52/53-week fiscal year that ends on the Sunday closest to the end of the calendar year. Unless otherwise stated, references to months and quarters throughout relate to fiscal months and quarters rather than calendar months and quarters. The first fiscal six months of 2026 and 2025 ended on June 28, 2026 and June 29, 2025, respectively, and each period had 26 weeks. The second fiscal quarters of 2026 and 2025 each had 13 weeks.

Previous wording

We report under the following four reportable segments: (i) U.S. Gas Utility Services (“U.S. Gas”); (ii) Canadian Utility Services (“Canadian Operations”); (iii) Union Electric Utility Services (“Union Electric”); and (iv) Non-Union Electric Utility Services (“Non-Union Electric”). Canadian Operations includes the results of Connect Atlantic Utility Services Corporation (“Connect”), which was acquired in November 2025.

Current wording

We report under the following four reportable segments: (i) U.S. Gas Utility Services (“U.S. Gas”); (ii) Canadian Utility Services (“Canadian Operations”); (iii) Union Electric Utility Services (“Union Electric”); and (iv) Non-Union Electric Utility Services (“Non-Union Electric”). Canadian Operations includes the results of Connect Utility Services Corporation (“Connect”), which was acquired in November 2025.

Previous wording

Rising fuel, labor and material costs have in the past had, and could in the future have, a negative effect on our results of operations, to the extent we cannot pass these costs through to our customers. While we actively monitor economic, industry and market factors that could adversely impact our business, we cannot predict the effect that changes in such factors could have on our future results of operations, financial position and cash flows. Our results of operations in the first fiscal quarter of 2026 were not materially impacted by market developments, including elevated fuel costs. We are continuing to monitor the impacts of elevated fuel costs, but we do not expect a material impact on our results of operations at this time.

Current wording

Rising fuel, labor and material costs have in the past had, and could in the future have, a negative effect on our results of operations, to the extent we cannot pass these costs through to our customers. While we actively monitor economic, industry and market factors that could adversely impact our business, we cannot predict the effect that changes in such factors could have on our future results of operations, financial position and cash flows. Our results of operations in the second fiscal quarter of 2026 were impacted by increased fuel costs, particularly in our U.S. Gas and Non-Union Electric segments. We continue to monitor the impacts of elevated fuel costs and will assess their effect on future periods as market conditions evolve.

Previous wording

Under the terms of a majority of our MSAs and other customer agreements, materials used in our utility infrastructure service activities are specified, purchased and supplied by customers. However, our operations are affected by increases in prices, whether caused by inflation, tariffs, rising interest rates or other economic factors. We attempt to recover anticipated increases in the cost of labor, equipment, fuel and materials not purchased by customers through price escalation provisions that allow us to adjust billing rates for certain major contracts annually; by considering the estimated effect of such increases when bidding or pricing new work; or by entering into back-to-back contracts with suppliers and subcontractors. However, the annual adjustment provided by certain contracts is typically subject to a cap and there can be an extended period of time between the impact of inflation on our costs and when billing rates are adjusted. Our actual costs at times can exceed the contractual caps, and therefore negatively impact our operations. Additionally, rising interest rates on our variable-rate debt could have a negative effect on our business, financial condition and results of operations. Overall, our results for the first fiscal quarter of 2026 were not significantly impacted by increases in prices, including due to tariffs implemented by the Trump Administration.

Current wording

Under the terms of a majority of our MSAs and other customer agreements, materials used in our utility infrastructure service activities are specified, purchased and supplied by customers. However, our operations are affected by increases in prices, whether caused by inflation, tariffs, rising interest rates or other economic factors. We attempt to recover anticipated increases in the cost of labor, equipment, fuel and materials not purchased by customers through price escalation provisions that allow us to adjust billing rates for certain major contracts annually; by considering the estimated effect of such increases when bidding or pricing new work; or by entering into back-to-back contracts with suppliers and subcontractors. However, the annual adjustment provided by certain contracts is typically subject to a cap and there can be an extended period of time between the impact of inflation on our costs and when billing rates are adjusted. Our actual costs at times can exceed the contractual caps, and therefore negatively impact our operations. Additionally, rising interest rates on our variable-rate debt could have a negative effect on our business, financial condition and results of operations. Excluding fuel, our results for the second fiscal quarter of 2026 were not significantly impacted by increases in prices, including due to tariffs implemented by the Trump Administration.

Previous wording

Backlog as of March 29, 2026 was approximately $6.5 billion, with approximately 85% of backlog related to MSAs. Backlog represents contracted revenue on existing bid agreements as well as estimates of revenue to be realized over the contractual life of existing long-term MSAs. The contractual life of an MSA is defined as the stated length of the contract including any renewal options stated in the contract that we believe our customers are reasonably certain to execute.

Current wording

Backlog as of June 28, 2026 was approximately $6.4 billion, with approximately 83% of backlog related to MSAs. Backlog represents contracted revenue on existing bid agreements as well as estimates of revenue to be realized over the contractual life of existing long-term MSAs. The contractual life of an MSA is defined as the stated length of the contract including any renewal options stated in the contract that we believe our customers are reasonably certain to execute.

Previous wording

Our results of operations, on a consolidated basis and by segment, for the fiscal three-month periods ended March 29, 2026 and March 30, 2025 are set forth and compared below.

Current wording

Our results of operations, on a consolidated basis and by segment, for the fiscal three- and six-month periods ended June 28, 2026 and June 29, 2025 are set forth and compared below.

Previous wording

The following table summarizes our revenue and gross profit for the periods indicated by segment as well as the dollar and percentage change from the prior year period. The discussion that follows highlights key revenue changes at the segment level. Changes in gross profit correspond with the discussed changes in revenue.

Current wording

The following table summarizes our revenue and gross profit for the periods indicated by segment as well as the dollar and percentage change from the prior year period. Gross margins are calculated by dividing gross profit by revenue. The discussion that follows highlights key revenue changes at the segment level. Changes in gross profit correspond with the discussed changes in revenue.

Previous wording

•Revenue from our Canadian Operations segment totaled $60.0 million, reflecting an increase of $20.2 million, or 50.9%, compared to the prior year period. This increase was driven by the acquisition of Connect, which contributed approximately $23.2 million in revenue and $3.4 million in gross profit in the current year period. As a percentage of revenue, gross profit decreased to 15.2% in the current period as compared to 17.8% in the prior year period. This decrease was driven by timing of gas customer work releases in the current period, and by Connect having slightly lower margins compared to the segment’s legacy operations.

Current wording

•Revenue from our Canadian Operations segment totaled $81.4 million, reflecting an increase of $26.3 million, or 47.8%, compared to the prior year period. This increase was driven by the acquisition of Connect, which contributed approximately $22.3 million in revenue and $2.4 million in gross profit in the current year period. As a percentage of revenue, gross profit decreased to 16.0% in the current period as compared to 17.2% in the prior year period, as the addition of Connect, which carries slightly lower margins than the segment's legacy gas operations, more than offset improvements in gas MSA margins.

Previous wording

•Revenue from our Union Electric segment totaled $204.1 million, reflecting an increase of $28.6 million, or 16.3%, compared to the prior year period. This increase was driven by new bid project wins. As a percentage of revenue, gross profit increased to 8.9% in the current period as compared to 6.7% in the prior year period. Gross margin for the current year period was positively impacted by a favorable change in estimated cost to complete on an offshore wind project that is nearing completion.

Current wording

•Revenue from our Union Electric segment totaled $224.2 million, reflecting an increase of $41.9 million, or 23.0%, compared to the prior year period. This increase was driven primarily by new bid projects. As a percentage of revenue, gross profit increased to 9.0% in the current period as compared to 8.4% in the prior year period. Gross margin for the current year period was positively impacted by a favorable change in estimated cost to complete on an offshore wind project that is nearing completion.

Previous wording

•Revenue from our Non-Union Electric segment totaled $174.6 million, reflecting an increase of $37.4 million, or 27.3%, compared to the prior year period due primarily to higher volumes on new and existing MSAs. Additionally, storm restoration services increased by $6.9 million, accounting for $23.5 million of the segment’s revenue for the current period compared to $16.6 million for the prior year period. Storm restoration services gross profit was relatively flat (down $0.5 million between periods), as storm work performed in the current year period was performed for on-system customers at slightly lower margins.

Current wording

•Revenue from our Non-Union Electric segment totaled $166.9 million, reflecting an increase of $17.0 million, or 11.3%, compared to the prior year period due primarily to higher volumes on new and existing MSAs. Storm restoration services revenue decreased by $3.7 million and the related gross profit decreased $2.3 million between periods, as storm work performed in the current year period was performed for on-system customers at slightly lower margins. As a percentage of revenue, Non-Union Electric gross profit decreased to 9.1% in the current period compared to 11.0% in the prior year period driven by the decreased storm profitability and elevated fuel prices (fuel price increases had a negative impact of approximately 140 basis points), partially offset by increased productivity of crews on base MSA work.

Previous wording

The decrease of $5.4 million in interest expense, net in the current period compared to the prior year period was due to a reduction in average debt balance and a reduction in interest rates on outstanding variable-rate borrowings.

Current wording

The decrease of $6.1 million in interest expense, net in the current period compared to the prior year period was due to a reduction in average debt balance and a reduction in interest rates on outstanding variable-rate borrowings.

Previous wording

Our effective tax rate for the fiscal three months ended March 29, 2026 and March 30, 2025 was 45.0% and 42.3%, respectively. The effective tax rate for the current year period was impacted by the disproportionate amount of non-deductible expenses in relation to loss before income taxes and changes in estimates of pre-tax income. Additionally, differences in income (loss) before income taxes by jurisdiction caused fluctuations in the effective tax rate when comparing periods.

Current wording

Our effective tax rate for the fiscal three months ended June 28, 2026 and June 29, 2025 was 50.0% and 43.4%, respectively. For the current year period, discrete tax items impacting the effective tax rate were primarily due to the City of Chicago reversal and differences in tax deductible stock-based compensation compared to GAAP stock-based compensation expense. There were no material discrete items in the fiscal three months ended June 29, 2025. Effective tax rates for both periods were impacted by the disproportionate amount of non-deductible expenses in relation to income before income taxes.

Previous wording

We prepare and present our financial statements in accordance with GAAP. However, management believes that EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Loss, Base Revenue, Base Gross Profit and Base Gross Profit Margin, all of which are measures not presented in accordance with GAAP, provide investors with additional useful information in evaluating our performance. We use these non-GAAP measures internally to evaluate performance and to make financial, investment and operational decisions. We believe that presentation of these non-GAAP measures provides investors with greater transparency with respect to our results of operations and that these measures are useful for period-to-period comparisons of results. Management also believes that providing these non-GAAP measures helps investors evaluate the Company’s operating performance, profitability and business trends in a way that is consistent with how management evaluates such matters. Because these non-GAAP measures, as defined, exclude some, but not all, items that affect comparable GAAP financial measures, these non-GAAP measures may not be comparable to similarly titled measures of other companies.

Current wording

We prepare and present our financial statements in accordance with GAAP. However, management believes that EBIT, Adjusted EBIT, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Base Revenue, Base Gross Profit, and Base Gross Profit Margin, all of which are measures not presented in accordance with GAAP, provide investors with additional useful information in evaluating our performance. We use these non-GAAP measures internally to evaluate performance and to make financial, investment and operational decisions. We believe that presentation of these non-GAAP measures provides investors with greater transparency with respect to our results of operations and that these measures are useful for period-to-period comparisons of results. Management also believes that providing these non-GAAP measures helps investors evaluate the Company’s operating performance, profitability and business trends in a way that is consistent with how management evaluates such matters. Because these non-GAAP measures, as defined, exclude some, but not all, items that affect comparable GAAP financial measures, these non-GAAP measures may not be comparable to similarly titled measures of other companies. Management believes that, due to the non-recurring nature of the City of Chicago reversal, its exclusion from certain non-GAAP financial measures provides investors with a better understanding of the current performance of the business.

Previous wording

EBITDA is defined as earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for (i) non-cash stock-based compensation and (ii) separation-related costs. Adjusted EBITDA Margin is defined as the percentage derived from dividing Adjusted EBITDA by revenue. Management believes that EBITDA helps investors gain an understanding of the factors affecting our ongoing cash earnings from which capital investments are made and debt is serviced, and that Adjusted EBITDA provides additional insight by removing certain expenses that are non-recurring and/or non-operational in nature. Management believes that Adjusted EBITDA Margin is useful for the same reason as Adjusted EBITDA, and also provides an additional understanding of how Adjusted EBITDA is impacted by factors other than changes in revenue.

Current wording

Management believes that EBIT, Adjusted EBIT, and Adjusted EBITDA help investors gain an understanding of the factors affecting our ongoing cash earnings from which capital investments are made and debt is serviced, and that Adjusted EBIT and Adjusted EBITDA provide additional insight by removing certain expenses that are non-recurring or non-operational in nature. Management believes that Adjusted EBITDA Margin is useful for the same reason as Adjusted EBITDA, and also provides an additional understanding of how Adjusted EBITDA is impacted by factors other than changes in revenue.

Previous wording

Adjusted Net Loss is defined as net loss adjusted for (i) separation-related costs, (ii) amortization of intangible assets, (iii) non-cash stock-based compensation and (iv) the income tax impact of adjustments that are subject to tax, which is determined using the incremental statutory tax rates of the jurisdictions to which each adjustment relates for the respective periods. Management believes that Adjusted Net Loss helps investors understand the profitability of our business when excluding certain expenses that are non-recurring and/or non-operational in nature.

Current wording

Adjusted Net Income is defined as net income (loss) adjusted for (i) separation-related costs, (ii) strategy implementation costs, (iii) amortization of intangible assets, (iv) other professional fees, (v) City of Chicago reversal, (vi) non-cash stock-based compensation, (vii) acquisition costs and (viii) the income tax impact of adjustments that are subject to tax, which is determined using the incremental statutory tax rates of the jurisdictions to which each adjustment relates for the respective periods. Management believes that Adjusted Net Income helps investors understand the profitability of our business when excluding certain expenses that are non-recurring and/or non-operational in nature.

Previous wording

Base Revenue is defined as total revenue, net adjusted to exclude revenue attributable to storm restoration services. Base Gross Profit is defined as gross profit adjusted to exclude gross profit attributable to storm restoration services. Base Gross Profit Margin is calculated by dividing Base Gross Profit by Base Revenue. Revenue derived from storm restoration services varies from period to period due to the unpredictable nature of weather-related events, and when this type of work is performed, it typically generates a higher profit margin than base infrastructure services projects due to higher contractual hourly rates given the nature of services provided and improved operating efficiencies related to equipment utilization and absorption of fixed costs. While storm restoration services remain a key capability of the Company, Management believes these non-GAAP measures are more suitable disclosures for evaluating fundamental business performance and for comparison purposes.

Current wording

Base Revenue is defined as total revenue, net adjusted to exclude revenue attributable to storm restoration services and the impact of the City of Chicago reversal. Base Gross Profit is defined as gross profit adjusted to exclude gross profit attributable to storm restoration services and the City of Chicago reversal. Base Gross Profit Margin is calculated by dividing Base Gross Profit by Base Revenue. U.S. Gas Base Revenue is defined as U.S. Gas segment revenue, net adjusted to exclude the impact of the City of Chicago reversal. U.S. Gas Base Gross Profit is defined as U.S. Gas segment gross profit adjusted to exclude the City of Chicago reversal. U.S. Gas Base Gross Profit Margin is calculated by dividing U.S. Gas Base Gross Profit by U.S. Gas Base Revenue. Revenue derived from storm restoration services varies from period to period due to the unpredictable nature of weather-related events, and when this type of work is performed, it typically generates a higher profit margin than base infrastructure services projects due to higher contractual hourly rates given the nature of services provided and improved operating efficiencies related to equipment utilization and absorption of fixed costs. While storm restoration services remain a key capability of the Company, management believes its exclusion provides more suitable disclosures for evaluating fundamental business performance and for comparison purposes.

Previous wording

Using EBITDA as a performance measure has material limitations as compared to net loss, or other financial measures as defined under GAAP, as it excludes certain recurring items, which may be meaningful to investors. EBITDA excludes interest expense net of interest income; however, as we have borrowed money to finance transactions and operations, or invested available cash to generate interest income, interest expense and interest income are elements of our cost structure and can affect our ability to generate revenue and returns for our stockholders. Further, EBITDA excludes depreciation and amortization; however, as we use capital and intangible assets to generate revenue, depreciation and amortization are necessary elements of our costs and ability to generate revenue. Finally, EBITDA excludes income taxes; however, as we are organized as a corporation, the payment of taxes is a necessary element of our operations. As a result of these exclusions from EBITDA, any measure that excludes interest expense net of interest income, depreciation and amortization and income taxes has material limitations as compared to net loss. When using EBITDA as a performance measure, management compensates for these limitations by comparing EBITDA to net loss in each period, to allow for the comparison of the performance of the underlying core operations with the overall performance of the Company on a full-cost, after-tax basis.

Current wording

Using EBIT, Adjusted EBIT, and Adjusted EBITDA as performance measures has material limitations as compared to net income (loss), or other financial measures as defined under GAAP, as they exclude certain recurring items, which may be meaningful to investors. These metrics all exclude interest expense net of interest income; however, as we have borrowed money to finance transactions and operations, or invested available cash to generate interest income, interest expense and interest income are elements of our cost structure and can affect our ability to generate revenue and returns for our stockholders. Further, these metrics exclude income taxes; however, as we are organized as a corporation, the payment of taxes is a necessary element of our operations. Adjusted EBITDA also excludes depreciation and amortization; however, as we use capital and intangible assets to generate revenue, depreciation and amortization are necessary elements of our costs and ability to generate revenue. As a result of these exclusions, the metrics from which they are excluded have material limitations compared to net income (loss). When using these metrics as a performance measure, management compensates for these limitations by comparing them to net income (loss) in each period, to allow for the comparison of the performance of the underlying core operations with the overall performance of the Company on a full-cost, after-tax basis.

Previous wording

As to certain of the items related to these non-GAAP measures: (i) non-cash stock-based compensation varies from period to period due to changes in the estimated fair value of performance-based awards, forfeitures and amounts granted and (ii) separation-related costs represent expenses incurred post-IPO in connection with the separation and stand up of Centuri as its own public company, including costs incurred in association with Southwest Gas Holdings’ sale of its holdings of our common stock, which are not reflective of our ongoing operations and will not recur following the full separation from Southwest Gas Holdings. The most comparable GAAP financial measure and information reconciling the GAAP and non-GAAP financial measures are set forth below.

Current wording

As to certain of the items related to these non-GAAP measures: (i) non-cash stock-based compensation varies from period to period due to changes in the estimated fair value of performance-based awards, forfeitures and amounts granted; (ii) acquisition costs vary from period to period depending on the level of our acquisition activity; (iii) separation-related costs represent expenses incurred post-IPO in connection with the separation and stand up of Centuri as its own public company, including costs incurred in association with Southwest Gas Holdings’ sale of its holdings of our common stock, which are not reflective of our ongoing operations and will not recur given that Centuri is fully separated from Southwest Gas Holdings; (iv) strategy implementation costs represent non-recurring consulting fees incurred in connection with implementing the Company’s new long-term strategy announced on May 6, 2026; (v) other professional fees are non-recurring costs associated with certain one-time events; and (vi) the City of Chicago reversal relates to a non-recurring reversal of revenue on a legacy contract. The most comparable GAAP financial measures and information reconciling the GAAP and non-GAAP financial measures are set forth below.

Previous wording

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin

Current wording

EBIT, Adjusted EBIT, Adjusted EBITDA and Adjusted EBITDA Margin

Previous wording

The following table presents reconciliations of net loss to EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin for the specified periods:

Current wording

The following table presents reconciliations of net income (loss) to EBIT, Adjusted EBIT, Adjusted EBITDA and Adjusted EBITDA Margin for the specified periods:

Previous wording

The following table presents reconciliations of net loss to Adjusted Net Loss for the specified periods:

Current wording

The following table presents reconciliations of net income (loss) to Adjusted Net Income for the specified periods:

Previous wording

(1)Calculated based on a blended statutory tax rate of 25%.

Current wording

(1)Calculated based on a blended statutory tax rate of 25%, except for acquisition costs which are not deductible.

Previous wording

The following table presents reconciliations of revenue, net to Base Revenue and gross profit to Base Gross Profit and Base Gross Profit Margin.

Current wording

The following tables present reconciliations of revenue, net to Base Revenue and gross profit to Base Gross Profit and Base Gross Profit Margin, as well as U.S. Gas revenue, net to U.S. Gas Base Revenue and U.S. Gas Gross Profit to U.S. Gas Base Gross Profit and U.S. Gas Base Gross Profit Margin.

Previous wording

Our primary liquidity needs have historically related to supporting working capital requirements, funding capital expenditures and servicing our debt. As of March 29, 2026 and December 28, 2025, cash and cash equivalents were $60.3 million and $126.6 million, respectively. We believe our capital resources, including existing cash balances, together with our operating cash flows and borrowings under our credit facilities, are sufficient to meet our financial obligations for the next 12 months and the foreseeable future.

Current wording

Our primary liquidity needs have historically related to supporting working capital requirements, funding capital expenditures and servicing our debt. As of June 28, 2026 and December 28, 2025, cash and cash equivalents were $40.5 million and $126.6 million, respectively. We believe our capital resources, including existing cash balances, together with our operating cash flows and borrowings under our credit facilities, are sufficient to meet our financial obligations for the next 12 months and the foreseeable future.

Previous wording

Net cash (used in) provided by operating activities for the fiscal three months ended March 29, 2026 was $(35.0) million, compared to $16.7 million for the fiscal three months ended March 30, 2025, representing a decrease in operating cash flows of $51.7 million, which was driven by the following factors:

Current wording

Net cash used in operating activities for the fiscal six months ended June 28, 2026 was $15.0 million, compared to $11.0 million for the fiscal six months ended June 29, 2025, representing a decrease in operating cash flows of $4.0 million, which was driven by the following factors:

Previous wording

•Net loss: Our net loss improved $8.4 million from the prior year period. Non-cash expenses did not vary significantly between periods.

Current wording

•Net income: Our net loss improved $6.5 million from the prior year period.

Previous wording

•Accounts receivable and contract assets: Cash flow decreased $31.1 million. We had a significant increase in revenue between periods, including on large bid projects in which billings are subject to completion of milestones, and large MSAs in which customer approval is contractually required before invoices can be issued. These contractual requirements are standard to many of our contracts, and the approval process does not typically result in meaningful adjustments to revenue. However, this process occasionally slows down the billing process when customers need to review large volumes of work.

Current wording

•Accounts receivable and contract assets: Cash flow decreased $16.2 million. The current year period benefitted from the sale of an additional $40.0 million in accounts receivable under the Securitization Facility. We had a significant increase in revenue between the current year period and the prior year period, including from certain bid projects in which billings are subject to completion of milestones, and certain MSAs in which customer approval is contractually required before invoices can be issued. Occasionally, these contractual requirements slow down the billing process, particularly when customers need to review large volumes of work.

Previous wording

•Contract liabilities: Cash flow increased $7.7 million, as certain new projects led to advance billings to customers.

Current wording

•Contract liabilities: Cash flow increased $8.7 million, as certain new projects led to advance billings to customers.

Previous wording

Net cash used in investing activities was $20.6 million in the fiscal three months ended March 29, 2026 compared to $23.2 million for the fiscal three months ended March 30, 2025, a decrease of $2.6 million.

Current wording

Net cash used in investing activities was $48.9 million in the fiscal six months ended June 28, 2026 compared to $42.6 million for the fiscal six months ended June 29, 2025, an increase of $6.3 million.

Previous wording

The construction industry is capital intensive, andwe expect to continue to incur capital expenditures to meet anticipated needs for our services. For the fiscal three months ended March 29, 2026 and March 30, 2025, we had capital expenditures of $20.2 million and $24.4 million, respectively.

Current wording

The construction industry is capital intensive, andwe expect to continue to incur capital expenditures to meet anticipated needs for our services. For the fiscal six months ended June 28, 2026 and June 29, 2025, we had capital expenditures of $48.1 million and $45.2 million, respectively.

Previous wording

These items were partially offset by proceeds from the sale of property and equipment of $1.6 million and $1.2 million for the fiscal three-month periods ended March 29, 2026 and March 30, 2025, respectively.

Current wording

These items were partially offset by proceeds from the sale of property and equipment of $2.6 million and $2.5 million for the fiscal six-month periods ended June 28, 2026 and June 29, 2025, respectively.

Previous wording

Net cash used in financing activities was $10.5 million for the fiscal three months ended March 29, 2026 compared to $27.2 million for the fiscal three months ended March 30, 2025, a decrease of $16.7 million. The decrease was primarily attributable to lower net payments on our revolving line of credit.

Current wording

Net cash used in financing activities was $21.9 million for the fiscal six months ended June 28, 2026, compared to net cash provided by financing activities of $32.7 million for the fiscal six months ended June 29, 2025, a decrease of $54.6 million. The decrease was primarily attributable to lower net proceeds from our revolving line of credit.

Previous wording

While we primarily operate in the United States, we also have operations in Canada. Therefore, changes in the value of Canadian dollars affect our financial statements when translated into U.S. dollars. The revenue from our Canadian operations was approximately 8% and 7% of total revenue for the fiscal three-month periods ended March 29, 2026 and March 30, 2025, respectively. At times, we also enter into transactions in foreign currencies, primarily in Canadian dollars, that subject us to currency risks. We regularly monitor our foreign currency exposure to determine the most effective foreign currency risk mitigation strategies. Currently, we are not party to any foreign currency exchange contracts.

Current wording

While we primarily operate in the United States, we also have operations in Canada. Therefore, changes in the value of Canadian dollars affect our financial statements when translated into U.S. dollars. The revenue from our Canadian operations was approximately 8% and 7% of total revenue for the fiscal six-month periods ended June 28, 2026 and June 29, 2025, respectively. At times, we also enter into transactions in foreign currencies, primarily in Canadian dollars, that subject us to currency risks. We regularly monitor our foreign currency exposure to determine the most effective foreign currency risk mitigation strategies. Currently, we are not party to any foreign currency exchange contracts.

Previous wording

On July 9, 2025, we signed the sixth amendment to our amended and restated credit agreement to refinance and replace in full our existing term loan facility with an $800 million term loan facility, $93.6 million of which is comprised of new term loans used to refinance existing indebtedness and $706.4 million of which was used to refinance existing term loans. This amendment also increased the maximum principal amount of our senior secured revolving credit facility from $400 million to $450 million. This multi-currency facility allows us to request loan advances in either Canadian dollars or U.S. dollars. Amounts borrowed and repaid under the revolving line of credit portion of the facility are available to be re-borrowed. Our term loan facility is set to mature on July 9, 2032, and our revolving credit facility is set to mature on July 9, 2030.

Current wording

On July 9, 2025, we signed the sixth amendment to our second amended and restated credit agreement to refinance and replace in full our existing term loan facility with an $800 million term loan facility, $93.6 million of which is comprised of new term loans used to refinance existing indebtedness and $706.4 million of which was used to refinance existing term loans. This amendment also increased the maximum principal amount of our senior secured revolving credit facility from $400 million to $450 million. On January 12, 2026, we entered into the seventh amendment to our amended and restated credit agreement, which (i) repriced the term loan, (ii) decreased the fixed margin for SOFR loans from 2.25% to 2.00% and (iii) decreased the fixed margin for base rate loans from 1.25% to 1.00%. This multi-currency facility allows us to request loan advances in either Canadian dollars or U.S. dollars. Amounts borrowed and repaid under the revolving line of credit portion of the facility are available to be re-borrowed. Our term loan facility is set to mature on July 9, 2032, and our revolving credit facility is set to mature on July 9, 2030.

Previous wording

During the fiscal three months ended March 29, 2026, the maximum amount outstanding on the combined facility was $708.1 million, at which point $616.0 million was outstanding on the term loan portion of the facility. As of March 29, 2026 and December 28, 2025, $89.7 million and $91.2 million, respectively, was outstanding on the revolving credit facility, in addition to $616.0 million that was outstanding on the term loan portion of the facility as of both March 29, 2026 and December 28, 2025. Also, as of March 29, 2026 and December 28, 2025, there was approximately $303.9 million and $302.4 million, respectively, net of outstanding letters of credit, of unused capacity under the line of credit. We had $68.6 million of unused letters of credit available as of both March 29, 2026 and December 28, 2025.

Current wording

During the fiscal six months ended June 28, 2026, the maximum amount outstanding on the combined facility was $708.8 million, at which point $616.0 million was outstanding on the term loan portion of the facility. As of June 28, 2026 and December 28, 2025, $85.9 million and $91.2 million, respectively, was outstanding on the revolving credit facility, in addition to $616.0 million that was outstanding on the term loan portion of the facility as of both June 28, 2026 and December 28, 2025. Also, as of June 28, 2026 and December 28, 2025, there was approximately $307.7 million and $302.4 million, respectively, net of outstanding letters of credit, of unused capacity under the line of credit. We had $68.6 million of unused letters of credit available as of both June 28, 2026 and December 28, 2025.

Previous wording

In September 2024, we entered into our Securitization Facility with PNC Bank, National Association (“PNC”) to improve cash flows from trade accounts receivable and used all of the proceeds to pay down our existing debt. Under the Securitization Facility, certain of our designated subsidiaries have sold and/or contributed, and will continue to sell and/or contribute, their accounts receivable and contract assets generated in the ordinary course of their business and certain related assets to the indirect wholly owned bankruptcy-remote Special Purpose Entity (“SPE”) we created specifically for this purpose. The SPE transfers ownership and control of accounts receivable to PNC for payments as set forth in the agreement. We account for accounts receivable sold to the banking counterparty as a sale of financial assets and have derecognized the accounts receivable from our condensed consolidated balance sheet for the current period.

Current wording

In September 2024, we entered into our Securitization Facility with PNC Bank, National Association (“PNC”) to improve cash flows from trade accounts receivable and used all of the proceeds to pay down our existing debt. Under the Securitization Facility, certain of our designated subsidiaries have sold or contributed, and will continue to sell or contribute, their accounts receivable and contract assets generated in the ordinary course of their business and certain related assets to the indirect wholly owned bankruptcy-remote Special Purpose Entity (“SPE”) we created specifically for this purpose. The SPE transfers ownership and control of accounts receivable to PNC for payments as set forth in the agreement. We account for accounts receivable sold to the banking counterparty as a sale of financial assets and have derecognized the accounts receivable from our condensed consolidated balance sheet for the current period. On May 4, 2026, we signed an amendment to the Securitization Facility which increased the capacity from $125.0 million to $165.0 million.

Previous wording

The total outstanding balance of accounts receivable that had been sold and derecognized was $125.0 million as of March 29, 2026. We had no unused capacity on the Securitization Facility as of March 29, 2026.

Current wording

The total outstanding balance of accounts receivable that had been sold and derecognized was $165.0 million as of June 28, 2026. We had no unused capacity on the Securitization Facility as of June 28, 2026.

Previous wording

This discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these condensed consolidated financial statements requires the use of estimates and assumptions. A summary of our critical accounting policies and estimates is included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our 2025 Annual Report. We are required to make estimates and judgments in the preparation of our condensed consolidated financial statements that affect the reported amounts of assets and liabilities, revenue and expenses and related disclosures. We continually review these estimates and their underlying assumptions to ensure they are appropriate for the circumstances. Changes in the estimates and assumptions we use could have a material impact on our financial results. During the fiscal three months ended March 29, 2026, there were no material changes in our critical accounting estimates or policies.

Current wording

This discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these condensed consolidated financial statements requires the use of estimates and assumptions. A summary of our critical accounting policies and estimates is included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our 2025 Annual Report. We are required to make estimates and judgments in the preparation of our condensed consolidated financial statements that affect the reported amounts of assets and liabilities, revenue and expenses and related disclosures. We continually review these estimates and their underlying assumptions to ensure they are appropriate for the circumstances. Changes in the estimates and assumptions we use could have a material impact on our financial results. During the fiscal six months ended June 28, 2026, there were no material changes in our critical accounting estimates or policies.