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Everus Construction Group, Inc.

For the period ended Jun 30, 2025. Filed Aug 13, 2025.

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About this filing

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

Jun 30, 2025 · Filed Aug 13, 2025

ECG$84.43+10.2%Stored close · as of Nov 9, 2026

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9. Stock-Based Compensation

Note 9 –Stock-Based Compensation

The Company is currently authorized to issue 2.5 million restricted stock units (“RSUs”) and other stock-based awards under the Everus Construction Group, Inc. Long-Term Performance-Based Incentive Plan (“Everus LTIP”). As of June 30, 2025, there were 2.2 million shares available for grant under the Everus LTIP. The Company either purchases shares on the open market or issues new shares of common stock to satisfy the vesting of stock-based awards.

The Company’s compensation committee has the authority to select recipients of awards, determine the type and size of awards, and establish certain terms and conditions of award grants.

Total stock-based compensation expense, including Company participants and non-employee directors, was$1.2 million and $2.9 million for the three and six months ended June 30, 2025, respectively, and$0.4 million and $0.7 million for the three and six months ended June 30, 2024, respectively. Stock-based compensation expense was included in Selling, general and administrative expenses in the unaudited condensed consolidated statements of income.

Restricted Stock Units

During the six months ended June 30, 2025, the Company’s compensation committee granted 47,705 time-vesting RSUs to key employees under the Everus LTIP at a weighted average grant date fair value per share of $49.60. The time-vesting RSUs generally vest ratably in equal installments over three years, contingent on continued employment through the vesting periods. Upon vesting, participants may receive dividends, if any, that accumulate during the vesting period.

During the six months ended June 30, 2025,18,304 shares of common stock were issued, on a net settlement basis, in connection with vested RSUs.

During the six months ended June 30, 2025, the Company’s compensation committee granted 17,804 time-vesting RSUs to the Company’s non-employee directors under the Everus LTIP at a weighted average grant date fair value per share of $57.39. The time-vesting RSUs generally vest overone year until the next Annual Meeting of Stockholders, contingent on continued service on the Everus board of directors. Upon vesting, the non-employee directors may receive dividends, if any, that accumulate during the vesting period.

Prior to the RSU grants, the non-employee directors received shares of common stock in addition to cash payments for directors’ fees through fully vested stock award grants. On May 22, 2025, the Company granted 6,778 shares with a grant date fair value of$0.4 millionto the non-employee directors.

Performance Share Awards

During the six months ended June 30, 2025, the Company’s compensation committee granted 55,092 performance share awards, consisting of performance share units (“PSUs”), at target under the Everus LTIP. These PSUs are generally earned over athree-year vesting period and tied to specific financial and market metrics. Upon vesting, participants may receive dividends, if any, that accumulate during the vesting period.

Under the performance conditions for these PSUs, participants can earn from 0% to 200% of the apportioned target grant of shares. The performance conditions are tied to specific financial metrics. The weighted average grant-date fair value per share for the PSUs applicable to these performance conditions issued in 2025 was $47.27.

Under the market condition for these PSUs, participants can earn from 0% to 200% of the apportioned target grant of shares based on the Company’s total shareholder return relative to that of a selected peer group. The weighted average grant-date fair value per share for the PSUs applicable to the market condition issued in 2025 was $56.91, which was determined by multiple Monte Carlo simulations.

Other Stock Awards

During the six months ended June 30, 2025, the Company issued 569 shares of common stock to certainnon-employee directors who chose to divert a portion of their monthly cash payments for directors’ fees in exchange for shares of common stock each quarter.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.