Everus Construction Group, Inc.

Note 7 -Debt

Certain debt instruments of the Company contain restrictive and financial covenants and cross-default provisions. In order to borrow under the debt instruments, the Company must be in compliance with the applicable covenants and certain other conditions, all of which the Company was in compliance with as of September 30, 2026. Non-compliance with applicable covenants or conditions may constitute an event of default under the Credit Agreement (as defined below). Subject to any applicable cure periods, failure to remedy such a default may require the Company to pursue alternative sources of funding.

Long-Term Debt

Long-term debt outstanding was as follows as of:

Term Loan and Revolving Credit Commitments

On October 31, 2024, the Company entered into afive-year senior secured credit agreement (the “Original Credit Agreement”), which initially provided for a $300.0 million senior secured first lien term loan (“Original Term Loan”) and a $225.0 million revolving credit facility containing senior secured first lien revolving credit commitments (“Original Revolving Credit Commitments”). The Original Revolving Credit Commitments included a letter-of-credit sublimit aggregate amount of up to $50.0 million.

The Company paid $4.4 million and $3.5 million of debt issuance costs for the Original Term Loan and Original Revolving Credit Commitments, respectively. The costs associated with the Original Term Loan were capitalized and classified as a reduction to Long-term debt and the costs associated with the Original Revolving Credit Commitments were capitalized and recorded as Other noncurrent assets. Each will be amortized to interest expense over the term of the Credit Agreement.

On September 1, 2026, the Company entered into a First Amendment (the “First Amendment”) to the Original Credit Agreement (the “Original Credit Agreement” and together with the First Amendment, the "Credit Agreement"). Pursuant to the First Amendment, the Original Credit Agreement was amended to, among other things, (a) refinance the Original Term Loan outstanding, together with interest, under the Original Credit Agreement in full; (b) increase the original Term Loan by an aggregate principal amount of $200.0 million for a total aggregate principal amount of $477.5 million (the "2026 Refinancing Term Loan"); (c) refinance the Original Revolving Credit Commitments outstanding under the Original Credit Agreement in full; and (d) increase the Original Revolving Credit Commitments by an additional $125.0 million for a total aggregate commitment of $350.0 million (the "2026 Refinancing Revolving Credit Commitments"). Any outstanding portion of the $50.0 million aggregate letter-of-credit sublimit under the Original Revolving Credit Commitments will be deemed outstanding under the 2026 Refinancing Revolving Credit Commitments.

The Company paid $2.5 million and $1.6 million of debt issuance costs for the 2026 Refinancing Term Loan and 2026 Refinancing Revolving Credit Commitments, respectively. Costs associated with the 2026 Refinancing Term Loan were capitalized and classified as a reduction to Long-term debt and the costs associated with the 2026 Refinancing Revolving Credit Commitments were capitalized and recorded within Other noncurrent assets. Each will be amortized to interest expense over the remaining term of the Credit Agreement.

In addition, the First Amendment provides more favorable pricing terms to the Company such that borrowings under the amended Credit Agreement now bear interest, at the Company’s option, at an annual rate equal to (a) adjusted term Secured Overnight Financing Rate, defined in a customary manner (“Term SOFR”) plus an applicable rate of 1.75% to 2.50% (previously 2.00% to 2.75% under the Original Credit Agreement) based on the Company’s total net leverage ratio (as defined below), or (b) the base rate (determined by reference to the highest of (x) the prime rate, (y) the greater of (i) the federal funds effective rate and (ii) the overnight bank funding rate, in each case, plus 0.50%, and (z) the one-month adjusted Term SOFR rate plus 1.00% per annum, subject to customary floors (clauses (x) through (z), the “Base Rate”)) plus an applicable rate of 0.75% to 1.50% (previously 1.00% to 1.75% under the Original Credit Agreement), based on the Company’s total net leverage ratio. Undrawn commitment fees under the 2026 Refinancing Revolving Credit Commitments range from 0.25% to 0.40% (previously 0.30% to 0.45% under the Original Credit Agreement) based on the Company’s consolidated total net leverage ratio.

At the Company’s option, any outstanding borrowings under the Credit Agreement have borne interest at the Term SOFR plus an applicable rate option (option (a) above).

The proceeds from the 2026 Refinancing Term Loan were made available to the Company (a) to refinance the Original Term Loan, (b) to fund the Epsilon acquisition, (c) to pay fees and expenses related thereto and (d) for working capital and other general corporate purposes.

In connection with the First Amendment, the Company repaid and immediately re-borrowed the outstanding term loan amount of $277.5 million as part of the refinance and also drew $100.0 million under the 2026 Refinancing Revolving Credit Commitments.

The proceeds of any borrowings under the 2026 Refinancing Credit Commitments are expected to be used by the Company for general corporate purposes, including the Epsilon acquisition, acquisitions, restricted payments and other permitted investments, and/or for other purposes not prohibited by the Credit Agreement.

In connection with the First Amendment, the Company paid certain customary fees.

As of September 30, 2026, there was $100.0 million outstanding under the 2026 Refinancing Credit Commitments and $2.2 million of outstanding standby letters of credit. As a result, the Company had a borrowing capacity of $247.8 million under the 2026 Refinancing Credit Commitments as of September 30, 2026.

As of December 31, 2025, there wasno outstanding balance under the Original Revolving Credit Commitments, but there were $2.2 million of outstanding standby letters of credit. As a result, the Company had a borrowing capacity of $222.8 million under the Original Revolving Credit Commitments as of December 31, 2025.

The Company incurred $6.1 million and $15.3 million of interest expense related to the Credit Agreement for the three and nine months ended September 30, 2026, including $5.4 million and $13.5 million of interest on outstanding borrowings, $0.5 million and $1.3 million of debt issuance costs amortization, and $0.2 million and $0.5 million of commitment fees, respectively.

The Company incurred $5.4 million and $16.3 million of interest expense related to the Credit Agreement for the three and nine months ended September 30, 2025, including $4.8 million and $14.5 million of interest on outstanding borrowings, $0.4 million and $1.2 million of debt issuance costs amortization, and $0.2 million and $0.6 million of commitment fees, respectively.

The Original Term Loan required quarterly amortization payments of 1.25% of the aggregate initial principal amount of the Original Term Loan on the last business day of each fiscal quarter starting with the fiscal quarter ending on March 31, 2025 and through and including the last full fiscal quarter ending prior to the maturity date, or 5.00% per annum.

The 2026 Refinancing Term Loan requires quarterly amortization payments of 1.25% of the aggregate initial principal amount of the 2026 Refinancing Term Loan on the last business day of each fiscal quarter starting with the fiscal quarter ending on September 30, 2026 and through and including the last full fiscal quarter ending prior to the maturity date, or 5.00% per annum.

For the nine months ended September 30, 2026 and 2025, the Company paid its required quarterly amortization payments under the Original Term Loan and the 2026 Refinancing Term Loan totaling $13.5 million and $11.3 million, respectively.

The Company also paid $10.9 million and $14.5 million of associated interest on outstanding borrowings under the Original Term Loan and the 2026 Refinancing Term Loan for the nine months ended September 30, 2026 and 2025, respectively.

The Credit Agreement also requires mandatory prepayments in connection with certain asset sales, subject to certain exceptions.

The Credit Agreement provides for incremental revolving and term facilities at the Company’s request and at the discretion of the lenders or other persons providing such incremental facilities, and also permits the Company to incur other secured or unsecured debt, in all cases subject to conditions and limitations on the amount of such incremental facility or other debt as specified in the Credit Agreement.

The Credit Agreement contains certain limitations with respect to indebtedness, liens, acquisitions and other investments, fundamental changes, restrictive agreements, dividends and redemptions or repurchases of stock, prepayments of certain subordinated indebtedness, dispositions of assets and transactions with affiliates, in each case subject to certain exceptions.

The Credit Agreement contains financial covenants requiring the Company to maintain a maximum consolidated total net leverage ratio of 3.00 to 1.00 and a minimum interest coverage ratio of 3.00 to 1.00, each determined as of the end of each fiscal quarter. Per the Credit Agreement, consolidated total net leverage ratio is defined as the ratio of (a) consolidated funded indebtedness of the Company to (b) last twelve months (“LTM”) earnings before interest, taxes, depreciation and amortization (“EBITDA”). Interest coverage ratio is defined as the ratio of (a) LTM EBITDA to (b) consolidated cash interest expense of the Company. The consolidated total net leverage ratio may be increased at the Company’s option to 3.50 to 1.00 in connection with certain qualifying material acquisitions. The covenants also include restrictions on the sale of certain assets, loans and investments.

Schedule of Debt Maturities

As of September 30, 2026, the long-term debt maturities schedule, excluding unamortized debt issuance costs, for the remainder of 2026 and the three years following December 31, 2026, aggregated as follows:

Revolving credit commitments by nature do not have contractual maturity and therefore, the $100.0 million outstanding under the 2026 Refinancing Revolving Credit Commitments is excluded from the table above.