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 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.

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 nine months of 2026 and 2025 ended on September 27, 2026 and September 28, 2025, respectively, and each period had 39 weeks. The third 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 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”).

Previous wording

Our financial results may be impacted by economic conditions that impact businesses generally, such as inflationary impacts on goods and services consumed in the business, regulatory or environmental influences, seasonality and severe weather events, rising interest rates, labor markets and costs (including in regard to contracted or professional services), and the availability of those resources. Accordingly, our operating results in any particular period may not be indicative of the results that can be expected for any other period.

Current wording

Our financial results may be impacted by economic conditions that impact businesses generally, such as inflationary impacts on goods and services consumed in the business, regulatory or environmental influences, seasonality and severe weather events, rising interest rates, labor markets and costs (including in regard to contracted or professional services), and the availability of those resources. Additionally, our results are impacted by fluctuations in the capital expenditure and maintenance budgets of our customers, which are subject to overall economic conditions; regulatory changes, such as the adoption of new laws or changes to permitting requirements; the introduction of new technologies; and our customers’ capital resources, financial performance, and strategic plans. Accordingly, our operating results in any particular period may not be indicative of the results that can be expected for any other period.

Previous wording

During the first fiscal six months of 2026, we incurred increased costs to scale up our workforce in response to increased demand.

Current wording

During the first and second fiscal quarters of 2026, we incurred increased costs to scale up our field workforce in response to increased demand. While these costs moderated during the third fiscal quarter of 2026, we expect our labor-related costs will continue to be impacted by our investments in attracting and retaining skilled labor in this highly competitive environment for utility infrastructure services.

Previous wording

Generally, our revenue is lowest during the first fiscal quarter of the year due to less favorable winter weather and related working conditions in many of the areas where we perform work. Revenue typically improves as more favorable weather conditions occur during the summer and fall months. In cases of severe weather, such as following a regional storm, we may be engaged to perform restoration activities related to above-ground utility infrastructure, which typically results in higher margins due to higher equipment utilization and the absorption of fixed costs. Alternatively, these severe weather events can also delay projects, negatively impacting our results of operations. Severe weather events and the related impacts on our performance and results are not solely within the control of management and cannot always be predicted or mitigated.

Current wording

Seasonality and severe weather events. The seasonal nature of the industry we serve affects demand for our services. Generally, our revenue is lowest during the first fiscal quarter of the year due to less favorable winter weather and related working conditions in many of the areas where we perform work. Revenue typically improves as more favorable weather conditions occur during the summer and fall months. In cases of severe weather, such as following a regional storm, we may be engaged to perform restoration activities related to above-ground utility infrastructure, which typically results in higher margins due to higher equipment utilization and the absorption of fixed costs. Alternatively, these severe weather events can also delay projects, negatively impacting our results of operations. Severe weather events and the related impacts on our performance and results are not solely within the control of management and cannot always be predicted or mitigated.

Previous wording

Fluctuations in market prices for oil, gas and other energy sources can impact demand for our services. Such fluctuations can affect the level of activity in energy generation projects as well as pipeline construction projects. The availability of transportation and transmission capacity can also impact demand for our services, including energy generation, electric grid and pipeline construction projects. These fluctuations, as well as the highly competitive nature of our industry, can result in changes in the levels of activity, project mix and moreover the profitability of the services we provide.

Current wording

Energy prices. Fluctuations in market prices for oil, gas and other energy sources can impact demand for our services. Such fluctuations can affect the level of activity in energy generation projects as well as pipeline construction projects. The availability of transportation and transmission capacity can also impact demand for our services, including energy generation, electric grid and pipeline construction projects.

Previous wording

Utilities continue to implement or modify system integrity management programs to enhance safety pursuant to federal and state mandates. These programs have resulted in multi-year utility system replacement programs throughout the U.S., andwe believe that we are well-positioned to serve the increased demand resulting from these programs.

Current wording

Regulatory environment. Our results are affected by changes in the regulatory environment, including changes in energy and environmental laws, utility rate-making and capital recovery decisions, and permitting and approval timelines. These changes may create opportunities that increase demand for our services or, alternatively, may delay, reduce or increase the cost of customer projects, and we cannot predict their timing or effect on our results of operations. For example, utilities continue to implement or modify system integrity management programs to enhance safety pursuant to federal and state mandates. These programs have resulted in multi-year utility system replacement programs throughout the U.S., andwe believe that we are well-positioned to serve the increased demand resulting from these programs. Additionally, customer investment in data center-related infrastructure intended to support the related increasing power demands represents a growing opportunity for us. Our ability to capitalize on these opportunities will depend in part on the pace of permitting and regulatory approval of these projects by our customers, which may be affected by, among other factors, developments at the federal, state and local levels in legislative, regulatory and community initiatives with respect to data centers or a slowdown, reprioritization or technological shift in artificial intelligence-related capital spending, which spending is currently driving demand for data centers. Postponement or a reduction in the scope of customer projects could affect the timing of our revenue and our results of operations. Our backlog includes data center-related projects only when we believe the applicable customer budgets have been approved and required permitting has been obtained.

Previous wording

Our services support customers’ environmental goals, such as reducing methane emissions from pipeline leaks through pipe repair and replacement, hardening electric infrastructure to prevent damage from storms or otherwise, and assisting gas and electric customers with their renewable and sustainable energy infrastructure initiatives. We believe that we are well-positioned to support growing customer attention in achieving environmental objectives through infrastructure construction and maintenance.

Current wording

Sustainability initiatives. Our services support customers’ environmental goals, such as reducing methane emissions from pipeline leaks through pipe repair and replacement, hardening electric infrastructure to prevent damage from storms or otherwise, and assisting gas and electric customers with their renewable and sustainable energy infrastructure initiatives. We believe that we are well-positioned to support growing customer attention in achieving environmental objectives through infrastructure construction and maintenance.

Previous wording

Margins for our projects may vary from period to period due to changes in the volume or type of work performed and the pricing structure of our projects. Additionally, factors such as site conditions, project location, labor shortages, weather events, environmental restrictions, regulatory delays, protests, political activity, legal challenges, or the performance of third parties may adversely impact our project performance.

Current wording

Margins for our projects may vary from period to period due to changes in the volume or type of work performed and the pricing structure of our projects. Additionally, factors such as site conditions, project location, competition for skilled craft labor, labor shortages, weather events, environmental restrictions, regulatory delays, protests, political activity, legal challenges, or the performance of third parties may adversely impact our project performance.

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. 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.

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 third 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 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.

Current wording

Backlog as of September 27, 2026 was approximately $6.2 billion, with approximately 81% 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- and six-month periods ended June 28, 2026 and June 29, 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 nine-month periods ended September 27, 2026 and September 28, 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. 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.

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 profit 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 $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.

Current wording

•Revenue from our Canadian Operations segment totaled $98.5 million for the fiscal three months ended September 27, 2026, reflecting an increase of $24.3 million, or 32.8%, compared to the prior year three-month period. This increase was driven by the acquisition of Connect, which contributed approximately $26.1 million in revenue and $3.8 million in gross profit in the current year three-month period. As a percentage of revenue, gross profit decreased to 19.6% in the current three-month period as compared to 21.9% in the prior year three-month period, primarily due to the acquisition of Connect, which realizes slightly lower margins than the segment's legacy gas operations.

Previous 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.

Current wording

•Revenue from our Non-Union Electric segment totaled $175.4 million for the fiscal three months ended September 27, 2026, reflecting an increase of $26.4 million, or 17.7%, compared to the prior year period. Storm restoration services revenue increased by $18.5 million and the related gross profit increased $5.1 million between periods. As a percentage of revenue, Non-Union Electric gross profit increased to 8.7% in the current period compared to 7.1% in the prior year period driven by the profitability of storm restoration work.

Previous wording

Selling, general and administrative costs increased by $8.3 million, or 28.6%, in the current period compared to the prior year period, while remaining relatively flat as a percentage of revenue. We incurred $1.7 million in non-recurring costs related to the implementation of our One Centuri strategy and $1.4 million in non-recurring acquisition costs during the current period compared to $2.9 million in non-recurring costs (separation costs and one-time professional fees) in the prior year period. Bonus and stock-based compensation increased approximately $3.7 million between periods. Salaries and benefits were approximately $1.0 million higher in the current year period as several positions were added between periods to support increased growth. Additionally, Connect contributed approximately $0.7 million in selling, general and administrative costs in the current year period. The remainder of the increase was attributable to increased insurance costs, professional fees, and other general overhead costs.

Current wording

Selling, general and administrative expenses increased by $9.3 million, or 26.7%, in the fiscal three months ended September 27, 2026 compared to the prior year three-month period, while decreasing as a percentage of revenue. Within selling, general and administrative expenses in the current three-month period, we incurred $3.4 million in acquisition costs, $3.2 million in severance, and $1.7 million in strategy implementation and other non-recurring professional fees. In the prior year three-month period, we incurred $2.3 million in non-recurring separation costs. Newly acquired companies also contributed $1.4 million in incremental selling, general and administrative expenses in the current year period. The remainder of the increase between periods was attributable to increased compensation, insurance costs, professional fees, and other general overhead costs.

Previous 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.

Current wording

The decrease of $13.0 million in interest expense, net in the fiscal three months ended September 27, 2026 compared to the prior year three-month period was primarily due to the $8.3 million in costs related to the refinance of our credit facility included in the prior year three-month period. Additionally, we maintained a lower average debt balance in the current year three-month period, and incurred lower interest rates on outstanding variable-rate borrowings as compared to the prior year three-month period.

Previous 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.

Current wording

Our effective tax rate for the fiscal three months ended September 27, 2026 and September 28, 2025 was 44.7% and 78.9%, respectively. For the current year period, discrete tax items impacting the current year period effective tax rate were primarily due to acquisition costs and severance costs (the majority of both were not deductible). Discrete tax items impacting the prior year period effective tax rate were primarily due to fees incurred in refinancing our debt and fees incurred in separating from Southwest Gas Holdings. Effective tax rates for both periods were impacted by the effect of U.S. tax on certain earnings of our foreign operations under the global intangible low-taxed income (“GILTI”) provisions of the Internal Revenue Code and the disproportionate amount of non-deductible expenses in relation to income before income taxes.

Previous wording

The following table summarizes our consolidated results of operations for the fiscal six-month periods ended June 28, 2026 and June 29, 2025, including as a percentage of revenue, as well as the dollar and percentage change between fiscal years.

Current wording

The following table summarizes our consolidated results of operations for the fiscal nine-month periods ended September 27, 2026 and September 28, 2025, including as a percentage of revenue, as well as the dollar and percentage change between fiscal years.

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. 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.

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 profit 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 U.S. Gas segment totaled $774.0 million in the fiscal six months ended June 28, 2026, reflecting an increase of $239.5 million, or 44.8%, compared to the prior year period. This increase was driven by increased MSA volumes on existing contracts as well as new bid and MSA contracts. As a percentage of revenue, gross profit slightly decreased to 1.8% in the fiscal six months ended June 28, 2026, from 2.2% in the prior year period. Profitability in the current year period was negatively impacted by the $9.0 million City of Chicago reversal. Excluding the impacts of this reversal, gross profit as a percentage of revenue was 3.0%, improved from the prior year due to a more efficient performance in the first fiscal quarter, partially offset by reduced profitability in the second fiscal quarter due to costs incurred to scale up new work, including training and temporary equipment rental costs, as well as increased fuel costs in the current year period.

Current wording

•Revenue from our U.S. Gas segment totaled $1,350.1 million in the fiscal nine months ended September 27, 2026, reflecting an increase of $403.1 million, or 42.6%, compared to the prior year period. This increase was driven by new bid and MSA contracts as well as increased MSA volumes on existing contracts. There was no change in gross profit as a percentage of revenue in the fiscal nine months ended September 27, 2026 from the prior year period. Profitability in the current year nine-month period was negatively impacted by the $9.0 million City of Chicago reversal. Excluding this reversal, profitability improved from the prior year nine-month period, primarily reflecting more efficient performance, partially offset by costs associated with scaling up new work and increased fuel costs.

Previous wording

•Revenue from our Canadian Operations segment totaled $141.5 million in the fiscal six months ended June 28, 2026, reflecting an increase of $46.6 million, or 49.1%, compared to the prior year period. The increase was driven by the acquisition of Connect, which contributed approximately $45.5 million revenue and $5.8 million in gross profit in the current year period. As a percentage of revenue, gross profit decreased to 15.7% in the fiscal six months ended June 28, 2026 as compared to 17.5% in the prior year period. This decrease was primarily driven by Connect, which carries slightly lower margins than the segment's legacy gas operations.

Current wording

•Revenue from our Canadian Operations segment totaled $240.0 million in the fiscal nine months ended September 27, 2026, reflecting an increase of $70.9 million, or 42.0%, compared to the prior year period. The increase was driven by the acquisition of Connect, which contributed approximately $71.6 million in revenue and $9.6 million in gross profit in the current year period. As a percentage of revenue, gross profit decreased to 17.3% in the fiscal nine months ended September 27, 2026 compared to 19.4% in the prior year period. This decrease was primarily driven by Connect, which realizes slightly lower margins than the segment's legacy gas operations.

Previous wording

•Revenue from our Union Electric segment totaled $428.2 million in the fiscal six months ended June 28, 2026, reflecting an increase of $70.5 million, or 19.7%, compared to the prior year period. As a percentage of revenue, gross profit increased to 9.0% in the fiscal six months ended June 28, 2026 as compared to 7.6% 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 $782.2 million in the fiscal nine months ended September 27, 2026, reflecting an increase of $210.0 million, or 36.7%, compared to the prior year period. This increase was drivenby the acquisition of JJ White and an increase in industrial and electric bid revenue. JJ White contributed approximately $86.4 million in revenue and $7.6 million in gross profit during the current year period. As a percentage of revenue, gross profit increased to 8.9% in the fiscal nine months ended September 27, 2026 compared to 8.2% in the prior year period. Gross profit margin for the current year period was positively impacted by a favorable change in estimated costs to complete on an offshore wind project that is nearing completion.

Previous wording

•Revenue from our Non-Union Electric segment totaled $341.4 million in the fiscal six months ended June 28, 2026, reflecting an increase of $54.4 million, or 19.0%, compared to the prior year period. Storm restoration services revenue increased $3.2 million, but the related gross profit decreased $2.8 million, as storm work performed in the current year period was performed for on-system customers at slightly lower margins. As a percentage of revenue, gross profit decreased to 8.8% in the fiscal six months ended June 28, 2026 compared to 11.4% in the prior year period, largely due to the decreased profitability of storm restoration services work and elevated fuel costs in the current year period, and to a lesser extent by ramp-up inefficiencies experienced on a new MSA in the first fiscal quarter.

Current wording

•Revenue from our Non-Union Electric segment totaled $516.8 million in the fiscal nine months ended September 27, 2026, reflecting an increase of $80.8 million, or 18.5%, compared to the prior year period. Storm restoration services revenue increased $21.7 million, and the related gross profit increased $2.3 million. As a percentage of revenue, gross profit decreased to 8.8% in the fiscal nine months ended September 27, 2026 compared to 10.0% in the prior year period, largely due to the elevated fuel costs and, to a lesser extent, ramp-up inefficiencies experienced on a new MSA in the first fiscal quarter.

Previous wording

Selling, general and administrative costs increased by $14.6 million, or 26.4% in the current period, while decreasing slightly as a percentage of revenue. The current year period included $3.1 million in non-recurring strategy implementation costs and acquisition costs, whereas the prior year included $3.2 million in non-recurring separation related costs and $1.4 million in non-recurring one-time professional fees.

Current wording

Selling, general and administrative expenses increased by $23.9 million, or 26.5% in the fiscal nine months ended September 27, 2026, while decreasing slightly as a percentage of revenue. Within selling, general and administrative expenses in the current period, we incurred $4.8 million in acquisition costs, $3.3 million in strategy implementation and other non-recurring professional fees, and $3.2 million in severance for administrative positions. In the prior year period, we incurred $5.5 million in non-recurring separation-related costs and $1.4 million in non-recurring one-time professional fees.

Previous wording

Year-over-year, bonus and stock-based compensation increased approximately $5.7 million. Salaries and benefits were up approximately $2.6 million as several positions were added between periods to support increased growth. Additionally, Connect contributed approximately $1.3 million in selling, general and administrative costs in the current year period. We also experienced increased insurance costs, professional fees, and other general overhead costs.

Current wording

Year-over-year, bonus and stock-based compensation increased approximately $5.9 million and salaries increased approximately $3.4 million in the fiscal nine months ended September 27, 2026 as compared to the prior year period. Additionally, newly acquired companies contributed approximately $2.8 million in incremental selling, general and administrative expenses in the current year period. We also experienced increased insurance costs, professional fees, and other general overhead costs.

Previous wording

Interest expense, net decreased by $11.6 million during the current period compared to the prior year period due to a reduction in average debt balance and a decrease in interest rates on outstanding variable-rate borrowings.

Current wording

Interest expense, net decreased by $24.5 million in the fiscal nine months ended September 27, 2026 compared to the prior year period due to a reduced average debt balance and lower interest rates on outstanding variable-rate borrowings. Additionally, the prior year period included $8.3 million in costs related to the refinance of our credit facility.

Previous wording

Our effective tax rate for the fiscal six-month periods ended June 28, 2026 and June 29, 2025 was 32.6% and 41.4%, 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 six months ended June 29, 2025. Effective tax rates for both periods were impacted by the disproportionate amount of non-deductible expenses in relation to loss before income taxes.

Current wording

Our effective tax rate for the fiscal nine-month periods ended September 27, 2026 and September 28, 2025 was 46.1% and (14.4%), respectively. For the current year nine-month period, discrete tax items impacting the effective tax rate were primarily due to the City of Chicago reversal and strategy implementation costs, as well as acquisition costs and severance costs (the majority of both were not deductible). Discrete tax items impacting the prior year nine-month period effective tax rate were primarily due to fees incurred in refinancing our debt and fees incurred in separating from Southwest Gas Holdings. Effective tax rates for both periods were impacted by U.S. tax on certain earnings of our foreign operations under the global intangible low-taxed income (“GILTI”) provisions of the Internal Revenue Code and the disproportionate amount of non-deductible expenses in relation to income (loss) before income taxes.

Previous 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.

Current wording

We prepare and present our financial statements in accordance with GAAP. However, management believes that EBIT, Adjusted EBIT, Adjusted EBITDA, Adjusted EBIT Margin, Adjusted EBITDA Margin, and Adjusted Net Income, 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 previously reported 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

EBIT is defined as earnings before interest and taxes. Adjusted EBIT is defined as EBIT, adjusted for (i) non-cash stock-based compensation, (ii) acquisition costs, (iii) separation-related costs, (iv) strategy implementation costs, (v) other professional fees and (vi) the City of Chicago reversal. Adjusted EBITDA is defined as Adjusted EBIT, adjusted to remove depreciation and amortization. Adjusted EBITDA Margin is defined as the percentage derived from dividing Adjusted EBITDA by revenue.

Current wording

EBIT is defined as earnings before interest and taxes. Adjusted EBIT is defined as EBIT, adjusted for (i) non-cash stock-based compensation, (ii) acquisition costs, (iii) separation-related costs, (iv) strategy implementation costs, (v) severance costs, (vi) other professional fees and (vii) the City of Chicago reversal. Adjusted EBITDA is defined as Adjusted EBIT, adjusted to remove depreciation and amortization. Adjusted EBIT Margin is defined as the percentage derived from dividing Adjusted EBIT by revenue. Adjusted EBITDA Margin is defined as the percentage derived from dividing Adjusted EBITDA by revenue.

Previous 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.

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 EBIT Margin and Adjusted EBITDA Margin are useful for the same reasons as Adjusted EBIT and Adjusted EBITDA, respectively, and also provide an additional understanding of how Adjusted EBIT and Adjusted EBITDA, respectively, are impacted by factors other than changes in revenue.

Previous 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.

Current wording

Adjusted Net Income is defined as net income (loss) adjusted for (i) separation-related costs, (ii) strategy implementation costs, (iii) severance costs, (iv) amortization of intangible assets, (v) other professional fees, (vi) City of Chicago reversal, (vii) loss on debt modification and extinguishment, (viii) non-cash stock-based compensation, (ix) acquisition costs and (x) 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

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.

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) severance costs related to non-recurring leadership restructuring; (vi) other professional fees are non-recurring costs associated with certain one-time events; (vii) the City of Chicago reversal relates to a non-recurring reversal of revenue on a legacy contract; and (viii) loss on debt modification and extinguishment represents non-recurring professional fees expensed as part of our credit facility refinance as well as the non-cash write-off of unamortized debt issuance costs associated with debt extinguishments. The most comparable GAAP financial measures and information reconciling the GAAP and non-GAAP financial measures are set forth below.

Previous wording

EBIT, Adjusted EBIT, Adjusted EBITDA and Adjusted EBITDA Margin

Current wording

EBIT, Adjusted EBIT, Adjusted EBIT Margin, Adjusted EBITDA and Adjusted EBITDA Margin

Previous wording

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

Previous wording

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

Current wording

(1)Calculated based on a blended statutory tax rate of 25%, except for certain nondeductible severance costs and acquisition costs.

Previous 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.

Current wording

Our primary liquidity needs have historically related to supporting working capital requirements, funding capital expenditures and servicing our debt. As of September 27, 2026 and December 28, 2025, cash and cash equivalents were $42.0 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 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:

Current wording

Net cash used in operating activities for the fiscal nine months ended September 27, 2026 was $42.6 million, compared to $5.8 million for the fiscal nine months ended September 28, 2025, representing a decrease in operating cash flows of $36.8 million. The year-over-year decrease primarily reflected increased working capital associated with revenue growth and the timing of customer billings and collections, partially offset by improved net income and increased advance billings from customers. The most significant factors were:

Previous wording

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

Current wording

•Net income: Our net income improved $31.3 million from the prior year period.

Previous 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.

Current wording

•Accounts receivable and contract assets: Cash flow decreased $94.2 million, primarily reflecting higher accounts receivable and contract asset balances associated with revenue growth and the timing of billings and collections. This increase included certain bid projects for which billings are subject to completion of milestones and certain MSAs for which customer approval is contractually required before invoices can be issued. These requirements can result in a timing difference between revenue recognition and billing and collection, particularly during periods of higher work volumes. Partially offsetting this impact was the sale of an additional $40.0 million in accounts receivable under the Securitization Facility in the current year period.