Everus Construction Group, Inc.

Previous wording

The following information should be read in conjunction with the audited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K (“Annual Report”). The following discussion may contain forward-looking statements that are based upon current expectations and are subject to uncertainty and changes in circumstances.

Current wording

The following information should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this 2025 Annual Report on Form 10-K (“2025 Annual Report”). The following discussion may contain forward-looking statements that are based upon current expectations and are subject to uncertainty and changes in circumstances.

Previous wording

Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those factors discussed in the following and elsewhere in this Annual Report, particularly in the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Item 1A. Risk Factors.” References to the “Company,” “Everus,” “we,” “us,” and “our” refer to Everus Construction Group, Inc. and its consolidated subsidiaries, unless otherwise stated or indicated by context.

Current wording

Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those factors discussed in the following and elsewhere in this 2025 Annual Report, particularly in the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Item 1A. Risk Factors.” References to the “Company,” “Everus,” “we,” “us,” and “our” refer to Everus Construction Group, Inc. and its consolidated subsidiaries, unless otherwise stated or indicated by context.

Previous wording

Year Ended December 31, 2024, Compared to Year Ended December 31, 2023

Current wording

For a discussion and analysis of our results of operations and financial condition for the year ended December 31, 2024, as compared to the year ended December 31, 2023, refer to Part II. Item 7A. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission on February 28, 2025, which is available free of charge on the SEC’s website at www.sec.gov and our corporate website at investors.everus.com.

Previous wording

We provide specialty contracting services to commercial, industrial, institutional, service & other, renewables, utilities, transportation, manufacturing and governmental customers. We operate throughout most of the United States through two operating segments:

Current wording

We are a leading construction solutions provider offering specialty contracting services to a diverse set of end markets, which are provided to commercial, industrial, institutional, renewables, service, transportation, utility and other customers. We operate throughout most of the United States through two reportable, operating segments:

Previous wording

Electrical & Mechanical (“E&M”): Contracting services including construction and maintenance of electrical and communication wiring and infrastructure, fire suppression systems, and mechanical piping and services in both the public and private sectors.

Current wording

Electrical & Mechanical (“E&M”): Contracting services including construction and maintenance of electrical and communication wiring and infrastructure, fire suppression systems, renewables infrastructure and mechanical piping and services in both the public and private sectors.

Previous wording

Transmission & Distribution (“T&D"): Contracting services including construction and maintenance of overhead and underground electrical, gas and communication infrastructure, as well as design, manufacturing and distribution of overhead and underground transmission line construction equipment and tools.

Current wording

Transmission & Distribution (“T&D"): Contracting services including construction and maintenance of overhead and underground electrical, gas, communication infrastructure and transportation-related lighting, as well as the manufacture and distribution of overhead and underground transmission line construction equipment and tools.

Previous wording

We are a leading construction solutions provider offering specialty contracting services through two operating segments, which represent our two reportable segments, Electrical & Mechanical and Transmission & Distribution, which provide services to a diverse set of end markets across most of the United States. We focus on safely executing projects; providing a superior return on investment by building new and strengthening existing customer relationships; ensuring quality service; effectively managing costs; retaining, developing and recruiting talented employees; growing through organic and strategic acquisition opportunities; and focusing efforts on projects that will permit higher margins while properly managing risk. The growth we have experienced in recent years is due in part to the project awards in the end markets and submarkets served and the ability to support national customers in most of the regions in which we operate. Our strong presence in the Western, Midwestern and Eastern regions has driven opportunities in high-tech, data centers, hospitality and utilities, while customer expansion nationwide continues to extend our reach through partnerships through our 15 wholly-owned operating companies (the “Operating Companies”). At Everus, people are our core, and we prioritize integrity, safety and growth through comprehensive training, hands-on development, safety compliance metrics and strong union partnerships to instill a safety-first culture and ethical leadership across all levels.

Current wording

We focus on safely executing projects; providing a superior return on investment by building new and strengthening existing customer relationships; ensuring quality service; effectively managing costs; retaining, developing and recruiting talented employees; growing through organic and strategic acquisition opportunities; and focusing efforts on projects that will permit higher margins while properly managing risk. The growth we have experienced in recent years is due in part to the project awards in the end markets and submarkets served and the ability to support national customers in most of the regions in which we operate. Our strong presence in the Western, Midwestern and Eastern regions of the United States has driven opportunities in data centers, high tech, hospitality and utilities, while customer expansion nationwide continues to extend our reach through partnerships through our 15 wholly owned operating companies. At Everus, people are our core, and we prioritize integrity, safety and growth through comprehensive training, hands-on development, safety compliance metrics and strong union partnerships to instill a safety first culture and ethical leadership across all levels.

Previous wording

We face challenges, which are not under direct control of the business, in the markets in which we operate, including those described in the section entitled “Item 1A. Risk Factors” included elsewhere in this Annual Report. These factors, and those noted below, have caused fluctuations in revenues, gross profit and earnings in the past and are likely to cause fluctuations in the future.

Current wording

We face challenges, which are not under direct control of the business, in the markets in which we operate, including those described in the section entitled “Item 1A. Risk Factors” included elsewhere in this 2025 Annual Report. These factors, and those noted below, have caused fluctuations in revenues, gross profit and earnings in the past and are likely to cause fluctuations in the future.

Previous wording

The Separation and Distribution was completed pursuant to a separation and distribution agreement as well as other agreements with MDU Resources, including, but not limited to, a transition services agreement, a tax matters agreement and an employee matters agreement. Refer to Note 15 – Related-Party Transactions in the audited consolidated financial statements contained elsewhere in this Annual Report for additional information on the transition services agreement. We incurred costs related to becoming an independent public entity and expect additional ongoing expenses related to continued operations as such.

Current wording

The Separation and Distribution was completed pursuant to a separation and distribution agreement as well as other agreements with MDU Resources, including, but not limited to, a transition services agreement, a tax matters agreement and an employee matters agreement. Refer to Note 15 – Related-Party Transactions in the consolidated financial statements contained elsewhere in this 2025 Annual Report for additional information on the transition services agreement. We have incurred costs related to becoming an independent public entity and expect additional ongoing expenses related to continued operations as such.

Previous wording

For a complete discussion of the associated risks and uncertainties associated with the Separation and Distribution, see “Risk Factors—Separation and Distribution Risks” contained elsewhere in this Annual Report.

Current wording

For a complete discussion of the associated risks and uncertainties associated with the Separation and Distribution, see “Risk Factors—Separation and Distribution Risks” contained elsewhere in this 2025 Annual Report.

Previous wording

Prior to the Separation, Everus Construction historically operated as a wholly owned subsidiary of Centennial and an indirect, wholly owned subsidiary of MDU Resources and not as a standalone company. For periods prior to the Separation, the accompanying audited consolidated financial statements and related footnotes included in this Annual Report were prepared on a "carve-out” basis in connection with the Separation and were derived from the audited consolidated financial statements of MDU Resources as if we operated on a standalone basis. However, the audited consolidated financial statements and related footnotes for periods prior to the Separation do not necessarily reflect what our results of operations, financial position and cash flows would have been had we operated as a separate, publicly traded company. For additional information related to our basis of presentation, refer to Note 2 – Basis of Presentation and Summary of Significant Accounting Policies in the audited consolidated financial statements contained elsewhere in this Annual Report.

Current wording

Prior to the Separation, Everus Construction historically operated as a wholly owned subsidiary of Centennial and an indirect, wholly owned subsidiary of MDU Resources and not as a standalone company. For periods prior to the Separation, financial information included in the accompanying consolidated financial statements and related footnotes included in this 2025 Annual Report were prepared on a "carve-out” basis in connection with the Separation and were derived from the audited consolidated financial statements of MDU Resources as if we operated on a standalone basis. However, the financial information included in the consolidated financial statements and related footnotes for periods prior to the Separation do not necessarily reflect what our results of operations, financial position and cash flows would have been had we operated as a separate, publicly traded company and may not be indicative of our future performance. For additional information related to our basis of presentation, refer to Note 2 – Basis of Presentation and Summary of Significant Accounting Policies in the consolidated financial statements contained elsewhere in this 2025 Annual Report.

Previous wording

Prior to the Separation, we historically participated in MDU Resources’ centralized cash management program through Centennial, including its overall financing arrangements. We had related-party agreements in place with Centennial for the financing of our capital needs, which were reflected as related-party notes payable on the audited consolidated balance sheets for periods prior to the Separation. Interest expense in the audited consolidated statements of income reflected the allocation of interest on borrowing and funding associated with the related-party agreements for periods prior to the Separation. Refer to Note 15 – Related-Party Transactions in the audited consolidated financial statements contained elsewhere in this Annual Report for additional information. Following the Separation, we rely on our own credit and financing arrangements and incur interest expense associated with those arrangements. For additional information related to our current financing arrangements, refer to Note 7 – Debt in the audited consolidated financial statements contained elsewhere in this Annual Report.

Current wording

Before the Separation, we historically participated in MDU Resources’ centralized cash management program through Centennial, including its overall financing arrangements. We had related-party agreements in place with Centennial for the financing of our capital needs, which were reflected as Related-party notes payable on the consolidated balance sheets for periods prior to the Separation. Interest expense in the consolidated statements of income primarily reflected the allocation of interest on borrowing and funding associated with the related-party agreements for periods prior to the Separation. Refer to Note 15 – Related-Party Transactions in the consolidated financial statements contained elsewhere in this 2025 Annual Report for additional information.

Previous wording

Cash-settled related-party transactions between Everus, MDU Resources, Centennial and other MDU Resources subsidiaries were included in the audited consolidated financial statements for periods prior to the Separation. For additional information regarding the agreements between us, MDU Resources and Centennial, refer to the section contained elsewhere in this Annual Report entitled “Certain Relationships and Related Person Transactions, and Director Independence.”

Current wording

Cash-settled related-party transactions between Everus, MDU Resources, Centennial, and other MDU Resources subsidiaries were included in the consolidated financial statements for periods prior to the Separation. For additional information regarding the agreements between us, MDU Resources and Centennial, refer to the section contained elsewhere in this 2025 Annual Report entitled “Certain Relationships and Related Person Transactions, and Director Independence.”

Previous wording

All intercompany balances and transactions between the businesses comprising Everus have been eliminated in the accompanying audited consolidated financial statements.

Current wording

All intercompany balances and transactions between the businesses comprising Everus have been eliminated in the accompanying consolidated financial statements.

Previous wording

The following table sets forth our consolidated selected statements of income data, as well as the percentage change from the comparative prior year.

Current wording

The following table sets forth our consolidated selected statements of income data, with percentages of operating revenues for the years indicated, as well as the percentage change from the prior comparative year:

Previous wording

Operating income for the year ended December 31, 2023, was $190.5 million, an increase of $25.9 million, or 15.7%, from $164.6 million for the year ended December 31, 2022. The increase was primarily driven by increased revenue and gross profit, partially offset by increased selling, general and administrative expenses as discussed above. Operating income, as a percentage of revenues, increased to 6.7% for the year ended December 31, 2023, compared to 6.1% for the year ended December 31, 2022.

Current wording

Operating income for the year ended December 31, 2025, was $264.8 million, an increase of $74.8 million, or 39.4%, from $189.9 million for the year ended December 31, 2024. The increase was primarily driven by increased gross profit, partially offset by increased SG&A expenses, both of which are discussed above. Operating income margin increased to 7.1% for the year ended December 31, 2025, compared to 6.7% for the year ended December 31, 2024. See “Segment Results of Operations–Year Ended December 31, 2025, Compared to Year Ended December 31, 2024” for further comparative analysis of segment operating income and “Corporate and Other” category operating income for the years indicated.

Previous wording

Other income for the year ended December 31, 2024, was $4.8 million, an increase of $0.8 million, or 20.0%, from $4.0 million for the year ended December 31, 2023. This increase primarily related to miscellaneous income activity, including settlements, rebates and bank fees.

Current wording

Other income, net for the year ended December 31, 2025, was $9.9 million, an increase of $5.2 million, or 106.3%, from $4.8 million for the year ended December 31, 2024. The increase primarily related to miscellaneous income activity, including settlements and rebates, partially offset by miscellaneous expense activity including bank fees.

Previous wording

Income taxes for the year ended December 31, 2024, were $49.5 million, an increase of $4.1 million, or 9.3%, from $45.3 million for the year ended December 31, 2023, reflecting higher income before taxes for the year. The effective tax rate was 25.7% for the year ended December 31, 2024, compared to 24.8% for the year ended December 31, 2023.

Current wording

Income taxes for the year ended December 31, 2025, were $72.3 million, an increase of $22.8 million, or 46.1%, from $49.5 million for the year ended December 31, 2024, reflecting higher income taxes from greater pretax income for the year. The effective tax rate was 26.4% for the year ended December 31, 2025, compared to 25.7% for the year ended December 31, 2024.

Previous wording

Income from equity method investments for the year ended December 31, 2024, was $12.2 million, an increase of $7.2 million from $5.0 million for the year ended December 31, 2023. This increase primarily related to increased progress on joint venture activity.

Current wording

Income from equity method investments for the year ended December 31, 2025, was $16.3 million, an increase of $4.1 million, or 33.6%, from $12.2 million for the year ended December 31, 2024. The increase primarily related to increased activity on joint ventures for the year.

Previous wording

We report our results under two reportable segments: Electrical & Mechanical, and Transmission & Distribution. The following table sets forth segment revenues and segment operating income for the periods indicated, as well as the percentage change from the comparative prior year:

Current wording

We report our results under two reportable segments: E&M and T&D. The following table sets forth segment revenues, segment operating income and “Corporate and Other” category operating income for the years indicated, with segment revenues compared to total consolidated revenues and operating income margins for the years indicated, as well as the percentage change from the prior comparative year:

Previous wording

•Service & other revenues dipped $30.3 million, largely the result of lower workloads due to decreased repair and maintenance demand.

Current wording

•Service & other revenues increased $4.8 million due to increased repair and maintenance demand.

Previous wording

•Institutional revenues increased, partially offsetting the decreases in other end markets, driven from higher workloads in the government and education submarkets.

Current wording

•Institutional revenues declined $11.9 million from lower project activity in the healthcare submarket, partially offset by higher workloads in the government and education submarkets.

Previous wording

T&D segment revenues for the year ended December 31, 2023, were $734.6 million, an increase of $17.2 million, or 2.4%, from $717.4 million for the year ended December 31, 2022. The increase primarily related to higher utility end market revenues, partially offset by lower transportation end market revenues.

Current wording

T&D segment revenues for the year ended December 31, 2025, were $848.5 million, an increase of $11.4 million, or 1.4%, from $837.1 million for the year ended December 31, 2024. The increase primarily related to higher transportation end-market revenues, partially offset by lower utility end-market revenues.

Previous wording

•Transportation revenues decreased $15.2 million with lower workloads in the street lighting and government submarkets, partially offset by higher activity in the traffic signalization submarket due to timing of projects.

Current wording

•Transportation revenues increased $15.6 million due to higher workloads in the traffic signalization submarket, partially offset by reduced project activity in the street lighting submarket.

Previous wording

•Utility revenues increased from higher workloads and submarket activity across distribution, transmission, substation and telecommunication, partially offset by lower workloads due to timing of project availability in the other submarkets.

Current wording

•Utility revenues decreased $4.2 million primarily from lower workloads due to weather-related impacts and timing of project availability in the storm, telecommunication, and distribution submarkets, partially offset by increased project activity across the underground, construction and sales submarkets.

Previous wording

The increase in corporate and other costs during the year ended December 31, 2024 was primarily due to higher labor costs of $4.7 million to support the operational growth of the business, higher professional services of $3.0 million, higher insurance expenses of $4.6 million and higher general expenses of $2.3 million including office expenses.

Current wording

The increase in Corporate and Other costs during the year ended December 31, 2025 was primarily due to higher labor, corporate overhead and professional service-related expenses of $9.5 million, $3.3 million and $0.6 million, respectively, including incremental stand-alone operating costs, to support the operational growth of the business.

Previous wording

Backlog is a common measurement in the construction services industry. Our determination of backlog can include projects that have a written award, a letter of intent, a notice to proceed, an agreed upon work order to perform work on mutually accepted terms, and conditions and change orders or claims to the extent management believes additional contract revenues will be earned and are deemed probable of collection. Contracts are subject to delays, defaults or cancellations; changes in scope of services to be provided; and adjustments to costs. Backlog may also be affected by project delays or cancellations resulting from weather conditions, external market factors and economic factors beyond our control, among other things. Accordingly, there is no assurance that backlog will be realized. For the periods presented in the backlog table below, we did not experience any material impacts related to delays or cancellations of planned projects that were included in backlog. The timing of contract awards, including contracts awarded underneath Master Service Agreements (“MSAs”), duration of large new contracts and the mix of services can significantly affect backlog. Backlog at any given point in time may not accurately represent the revenue or net income that is realized in any period, and backlog as of the end of the quarter or year may not be indicative of the revenue or net income expected to be realized in the following year. Backlog should not be relied upon as a standalone indicator of future results. See “Item 1A. Risk Factors” included elsewhere within this Annual Report for factors that could cause revenues to be realized in periods and at levels that are different from originally projected.

Current wording

Backlog is a common measurement in the construction services industry. Our determination of backlog can include projects that have a written award, a letter of intent, a notice to proceed, an agreed upon work order to perform work on mutually accepted terms, and conditions and change orders or claims to the extent management believes additional contract revenues will be earned and are deemed probable of collection. Contracts are subject to delays, defaults or cancellations; changes in scope of services to be provided; and adjustments to costs. Backlog may also be affected by project delays or cancellations resulting from weather conditions, external market factors and economic factors beyond our control, among other things. Accordingly, there is no assurance that backlog will be realized. For the periods presented in the backlog table below, we did not experience any material impacts related to delays or cancellations of planned projects that were included in backlog. The timing of contract awards, including contracts awarded underneath master service agreements, duration of large new contracts and the mix of services can significantly affect backlog. Backlog at any given point in time may not accurately represent the revenue or net income that is realized in any period, and backlog as of the end of the quarter or year may not be indicative of the revenue or net income expected to be realized in the following year. Backlog should not be relied upon as a standalone indicator of future results. See “Item 1A. Risk Factors” included elsewhere within this 2025 Annual Report for factors that could cause revenues to be realized in periods and at levels that are different from originally projected.

Previous wording

All financial information presented in this Annual Report has been prepared in U.S. dollars in accordance with generally accepted accounting principles in the United States (“GAAP”), except for the presentation of the following non-GAAP financial measures: EBITDA, EBITDA margin and free cash flow. We evaluate our operating performance using EBITDA and EBITDA margin, and we evaluate our liquidity using free cash flow. These non-GAAP financial measures are not intended as alternatives to GAAP financial measures and have limitations as an analytical tool and should not be considered in isolation or as a substitute for an analysis of our results as reported under GAAP. Because of these limitations, EBITDA, EBITDA margin and free cash flow should not be considered as replacements for net income, net income margin or cash provided by (used in) operating activities, the most comparable GAAP measures, respectively. Our non-GAAP financial measures are not standardized; therefore, it may not be possible to compare them with other companies’ EBITDA, EBITDA margin and free cash flow having the same or similar names.

Current wording

All financial information presented in this 2025 Annual Report has been prepared in U.S. dollars in accordance with generally accepted accounting principles in the United States (“GAAP”), except for the presentation of the following non-GAAP financial measures: EBITDA, EBITDA margin and free cash flow. We evaluate our operating performance using EBITDA and EBITDA margin, and we evaluate our liquidity using free cash flow. These non-GAAP financial measures are not intended as alternatives to GAAP financial measures and have limitations as an analytical tool and should not be considered in isolation or as a substitute for an analysis of our results as reported under GAAP. Because of these limitations, EBITDA, EBITDA margin and free cash flow should not be considered as replacements for net income, net income margin or cash provided by (used in) operating activities, the most comparable GAAP measures, respectively. Our non-GAAP financial measures are not standardized; therefore, it may not be possible to compare them with other companies’ EBITDA, EBITDA margin and free cash flow having the same or similar names.

Previous wording

EBITDA is calculated by adding back interest expense, income taxes and depreciation and amortization to net income. EBITDA margin is calculated by dividing EBITDA by operating revenues. EBITDA and EBITDA margin are considered non-GAAP financial measures and are comparable to the corresponding GAAP measures of net income and net income margin, respectively.

Current wording

EBITDA is calculated by adding back interest expense, net of interest income, income taxes and depreciation and amortization to net income. EBITDA margin is calculated by dividing EBITDA by operating revenues. EBITDA and EBITDA margin are considered non-GAAP financial measures and are comparable to the corresponding GAAP measures of net income and net income margin, respectively.

Previous wording

We use free cash flow as a measure of liquidity that indicates how much cash we can produce after taking cash outflows from operations and assets into consideration. We believe this non-GAAP financial measure, in addition to the corresponding GAAP measure of cash provided by (used in) operating activities, is useful to investors because it provides meaningful information about our financial health and our ability to generate cash, support additional debt obligations, pay future dividends and fund growth. Free cash flow does not represent our residual cash flow available for discretionary purposes.

Current wording

We use free cash flow as a measure of liquidity that indicates how much cash we can produce after taking cash outflows from operations and assets into consideration. We believe this non-GAAP financial measure, in addition to the corresponding GAAP measure of cash provided by (used in) operating activities, is useful to investors because it provides meaningful information about our financial health and our ability to generate cash, support additional debt obligations, pay potential future dividends and fund growth. Free cash flow does not represent our residual cash flow available for discretionary purposes.

Previous wording

The following table reconciles cash provided by (used in) operating activities to free cash flow.

Current wording

The following table reconciles cash provided by operating activities to free cash flow.

Previous wording

As of December 31, 2024, we had$86.0 million ofcash, cash equivalents and restricted cash, including $16.1 million of restricted cash held by the Captive Cell. As of December 31, 2023, we had $1.6 million ofcash, cash equivalents and restricted cash, withno restricted cash.

Current wording

As of December 31, 2025 and 2024, we had$170.5 million and $86.0 million ofcash, cash equivalents and restricted cash, respectively, including $17.8 million and $16.1 million of restricted cash held by the Captive Cell, respectively.

Previous wording

On October 31, 2024, we entered into a five-year senior secured credit agreement (“the Credit Agreement”), whereby we have the capacity to incur indebtedness of up to $525.0 million, consisting of $300.0 million in aggregate principal amount of term loans (“Term Loan”) and a $225.0 million revolving credit facility (“Revolving Credit Facility”). Letters of credit are available under the Credit Agreement in an aggregate amount of up to $50.0 million.

Current wording

On October 31, 2024, we entered into a five-year senior secured credit agreement (“the Credit Agreement”), whereby we have the capacity to incur indebtedness of up to $525.0 million, consisting of a $300.0 million term loan (“Term Loan”), in aggregate principal amount, and a $225.0 million revolving credit facility (“Revolving Credit Facility”). Letters of credit are available under the Credit Agreement in an aggregate amount of up to $50.0 million.

Previous wording

The term loan and the revolving credit facility will both bear interest at an annual rate equal to adjusted term Secured Overnight Financing Rate, defined in a customary manner (“Term SOFR”) plus an applicable rate.

Current wording

The Term Loan and the Revolving Credit Facility both bear interest at an annual rate equal to adjusted term Secured Overnight Financing Rate, defined in a customary manner (“Term SOFR”) plus an applicable rate.

Previous wording

As of December 31, 2024, we had $300.0 million outstanding under the Term Loan and $209.4 million of available capacity under the Revolving Credit Facility, net of $15.6 million of outstanding standby letters of credit.

Current wording

As of December 31, 2025 and 2024, we had $285.0 million and $300.0 million outstanding under the Term Loan, respectively, with $228.2 million and $209.4 million of available capacity under the Revolving Credit Facility, respectively, net of $2.2 million and $15.6 million of outstanding standby letters of credit, respectively.

Previous wording

In order to borrow under the debt instruments, we must be in compliance with the applicable covenants and certain other conditions, all of which we were in compliance with as of December 31, 2024. In the event we do not comply with the applicable covenants and other conditions, we would be in default on our agreements and alternative sources of funding may need to be pursued. For additional information on our debt arrangements, refer to Note 7 – Debt in the audited consolidated financial statements contained elsewhere in this Annual Report.

Current wording

In order to borrow under the debt instruments, we must be in compliance with the applicable covenants and certain other conditions, all of which we were in compliance with as of December 31, 2025. Non-compliance with applicable covenants or conditions may constitute an event of default under the Credit Agreement Subject to any applicable cure periods, failure to remedy such a default may require the Company to pursue alternative sources of funding. For additional information on our debt arrangements, refer to Note 7 – Debt in the consolidated financial statements contained elsewhere in this 2025 Annual Report.

Previous wording

Working capital, as defined as current assets minus current liabilities, was $403.9 million and $335.2 million as of December 31, 2024 and 2023, respectively. Our working capital requirements may increase when we commence multiple projects or particularly large projects because labor, subcontractor, inventory and certain other costs typically become payable before the receivables resulting from work performed are collected. Working capital may also increase when we incur costs for work that is the subject of unpaid retainage, change orders and claims. The typical payment billing terms are due within 30 days but may differ depending on contract terms. Retention on receivables can impact the cash collection cycle beyond expenses incurred. The timing of billings and project completions can contribute to changes in unbilled revenue. As of December 31, 2024, we expect that substantially all unbilled receivables will be billed to customers in the normal course of business within the next 12 months.

Current wording

Working capital, as defined as current assets minus current liabilities, was $560.2 million and $403.9 million as of December 31, 2025 and 2024, respectively. Our working capital requirements may increase when we commence multiple projects or particularly large projects because labor, subcontractor, inventory and certain other costs typically become payable before the receivables resulting from work performed are collected. Working capital may also increase when we incur costs for work that is the subject of unpaid retainage, change orders and claims. The typical payment billing terms are due within 30 days but may differ depending on contract terms. Retention on receivables can impact the cash collection cycle beyond expenses incurred. The timing of billings and project completions can contribute to changes in unbilled revenue. As of December 31,

Previous wording

Our cash capital expendituresfor the years ended December 31, 2024, 2023 and 2022, were$48.3 million,$35.6 million and $35.8 million, respectively, or $34.6 million, $19.4 million and $24.5 million net of proceeds from asset disposals, respectively. Capital expenditures were funded by internal sources, related-party borrowings from MDU Resources and Centennial and borrowings under our own financing arrangements and were primarily used for vehicle and equipment additions to support the growth of our business.

Current wording

Our cash capital expendituresfor the years ended December 31, 2025 and 2024, were$66.8 million and $48.3 million, respectively, or $56.8 million and $34.6 million net of proceeds from asset disposals, respectively. Capital expenditures were primarily used for vehicle, equipment and building investments to support the growth of our business. For theyear ended December 31, 2025, capital expenditures were funded by internal sources and borrowings under our credit and financing arrangements. Whereas, for theyear ended December 31, 2024, capital expenditures were funded by internal sources and related-party borrowings from MDU Resources and Centennial.

Previous wording

We expect capital expenditures and commitments for equipment purchase, lease and rental arrangements to be necessary for the foreseeable future in order to meet anticipated demand for our services. We expect gross capital expenditures for 2025 to be in the range of $65.0 million to $70.0 million. Actual capital expenditures may increase or decrease depending upon business activity levels, as well as ongoing assessments of equipment leasing versus purchasing decisions based on short- and long-term equipment requirements. We continuously monitor our capital expenditures for project delays and changes in economic viability and adjust as necessary. We anticipate that the combination of cash on hand, cash flows from operations, credit facilities and issuances of debt and equity securities, if necessary, will provide sufficient funding to enable us to meet the need of future capital expenditures.

Current wording

We expect capital expenditures and commitments for equipment purchase, lease and rental arrangements to be necessary for the foreseeable future in order to meet anticipated demand for our services. We expect gross capital expenditures for 2026 to be in the range of $90.0 million to $100.0 million. Actual capital expenditures may increase or decrease depending upon business activity levels, as well as ongoing assessments of equipment leasing versus purchasing decisions based on short- and long-term equipment requirements. We continuously monitor our capital expenditures for project delays and changes in economic viability and adjust, as necessary. We anticipate that the combination of cash on hand, cash flows from operations, credit facilities and issuances of debt and equity securities, if necessary, will provide sufficient funding to enable us to meet the need of future capital expenditures.

Previous wording

Cash provided by operating activities totaled $163.4 million in 2024, compared to $171.4 million in 2023 for a decrease of $8.0 million. The change in cash provided by operating activities was the result of increased earnings, and changes in working capital components which resulted in a use of $3.4 million in 2024, compared to an increase of $19.3 million in 2023. The working capital changes were primarily driven by project timing, workload activity and billing fluctuations, with a decrease in cash from changes in accounts receivable of $169.3 million, partially offset by increases in cash from changes in contract liabilities, net, accounts payable, other current liabilities and contract assets, net of $51.5 million, $36.1 million, $27.7 million and $22.3 million, respectively.

Current wording

Cash provided by operating activities totaled $156.8 million in 2025, compared to $163.4 million in 2024, for a decrease of $6.6 million. The decrease was driven primarily by changes in operating assets and liabilities to support company growth, including revenue growth, partially offset by increased operating results. These changes in operating assets and liabilities drove a decrease in cash year-over-year with a use of cash of $79.9 million in 2025, compared to a use of $3.4 million in 2024. The changes in operating assets and liabilities year-over-year were primarily related decreases in cash from changes in contract assets and receivables of $127.9 million and $40.1 million, respectively, partially offset by increases in cash from changes in accounts payable and contract liabilities, net, of $74.1 million and $30.6 million, respectively.