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Item 8. Financial Statements and Supplementary Data

2026-02-25 compared with 2025-02-26 · 359 added, 402 removed, 1389 unchanged (35% of the section changed)

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firm (PCAOB ID 185 )

Report of Independent Registered Public Accounting Firm (PCAOB ID 185 )

Consolidated Balance Sheets as of December 31, 202 5 and 20 24

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Notes to Consolidated Financial Statements

Table of Conten t s

Report of Independent Registered Public Accounting Firm

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APi Group Corporation:

Opinion on the Consolidated Financial Statements

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of APi Group Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S.

We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Critical Audit Matter

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February 25, 2026

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

APi Group Corporation:

Opinion on Internal Control Over Financial Reporting

We have audited APi Group Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated February 26, 2025 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired Elevated Facility Services Group during 2024, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, Elevated Facility Services Group’s internal control over financial reporting associated with 7.5% of consolidated assets and 1.7% of consolidated revenues included in the consolidated financial statements of the Company as of and for the year ended December 31, 2024.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Elevated Facility Services Group.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Minneapolis, Minnesota

February 26, 2025

Table of Conten t s

APi Group Corporation and Subsidiaries

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Total assets $ 8,936 $ 8,152

Liabilities, Redeemable Convertible Preferred Stock, and Shareholders’ Equity

Liabilities and Shareholders’ Equity

Current liabilities:

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Commitments and contingencies (Note 18) — —

5.5 % Series B Redeemable Convertible Preferred Stock, $ 0.0001 par value;

0 and 800,000 shares issued and outstanding at December 31, 2024 and 2023, respectively

Shareholders’ equity:

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Common stock, $ 0.0001 par value;

500,000,000 authorized shares;

274,778,327 shares and 235,575,316 shares issued at December 31, 2024 and 2023, respectively (excluding 7,944,104 and 8,281,148 shares declared for stock dividend at December 31, 2024 and 2023, respectively)

1,000,000,000 and 500,000,000 authorized shares;

and 415,915,273 shares and 412,167,491 shares issued at December 31, 2025 and 2024, respectively (excluding 15,212,810 and 11,916,156 shares declared for stock dividend at December 31, 2025 and 2024, respectively)

Additional paid-in capital 3,296 3,305

Retained earnings (accumulated deficit) 215 ( 11 )

Retained earnings 517 215

Accumulated other comprehensive loss ( 405 ) ( 567 )

Total shareholders’ equity 3,408 2,953

Total liabilities, redeemable convertible preferred stock, and shareholders’ equity $ 8,152 $ 7,590

Total liabilities and shareholders’ equity $ 8,936 $ 8,152

See notes to consolidated financial statements.

Table of Conten t s

APi Group Corporation and Subsidiaries

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Interest expense, net 141 146 145

Loss (gain) on extinguishment of debt, net 1 7 ( 5 )

Investment expense (income) and other, net — 8 ( 18 )

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Net income $ 302 $ 250 $ 153

Net (loss) income attributable to common shareholders:

Net loss attributable to common shareholders:

Accrued stock dividend on Series A Preferred Stock ( 590 ) ( 95 ) ( 270 )

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Stock conversion of Series B Preferred Stock — ( 372 ) —

Net (loss) income attributable to common shareholders $ ( 224 ) $ ( 161 ) $ 29

Net (loss) income per common share:

Basic $ ( 0.84 ) $ ( 0.68 ) $ 0.10

Diluted ( 0.84 ) ( 0.68 ) 0.10

Weighted-average shares outstanding:

Basic 268 235 233

Diluted 268 235 266

Net loss attributable to common shareholders $ ( 288 ) $ ( 224 ) $ ( 161 )

Net loss per common share (basic and diluted):

$ ( 0.69 ) $ ( 0.56 ) $ ( 0.46 )

Weighted-average shares outstanding (basic and diluted):

See notes to consolidated financial statements.

Table of Conten t s

APi Group Corporation and Subsidiaries

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Other comprehensive income (loss):

Fair value change - derivatives, net of tax (expense) benefit of ($ 7 ), $ 8 , and $( 11 ), respectively

Fair value change - derivatives, net of tax benefit (expense) of $ 10 , ($ 7 ), and $ 8 , respectively

( 29 ) 18 ( 24 )

Defined benefit pension plans adjustment, net of tax (expense) benefit of $( 5 ), $( 9 ), and $ 81 , respectively

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See notes to consolidated financial statements.

Table of Conten t s

APi Group Corporation and Subsidiaries

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Pension plans adjustment — — — — — — ( 244 ) ( 244 )

Series A Preferred Stock dividend — — 7,539,697 — — — — —

Loss on dedesignated derivatives amortized from AOCI into income — — — — — — ( 16 ) ( 16 )

Series B Preferred Stock dividend — — 2,899,506 — — — — —

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Loss on dedesignated derivatives amortized from AOCI into income — — — — — — ( 14 ) ( 14 )

Series A Preferred Stock dividend — — 11,916,156 — — — — —

Series B Preferred Stock dividend — — 930,360 — 7 ( 7 ) — —

Share repurchases — — ( 1,626,493 ) — ( 41 ) — — ( 41 )

Conversion of Series B Preferred Stock, net — — 24,390,245 — 214 ( 17 ) — 197

Issuance of common shares — — 18,975,000 — 458 — — 458

Profit sharing plan contributions — — 765,479 — 16 — — 16

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Pension plans fair value adjustment — — — — — — 15 15

Loss on dedesignated derivatives amortized from AOCI into income — — — — — — ( 14 ) ( 14 )

Series A Preferred Stock dividend — — 3,815,493 — — — — —

Series B Preferred Stock dividend — — 620,240 — 7 ( 7 ) — —

Conversion of Series B Preferred Stock, net — — 16,260,163 — 214 ( 17 ) — 197

Issuance of common shares — — 12,650,000 — 458 — — 458

Share Repurchases — — ( 3,095,573 ) — ( 75 ) — — ( 75 )

Profit sharing plan contributions — — 928,483 — 24 — — 24

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See notes to consolidated financial statements.

Table of Conten t s

APi Group Corporation and Subsidiaries

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Non-cash lease expense 110 97 88

Net periodic pension expense (benefit) 27 ( 8 ) ( 35 )

Loss (gain) on extinguishment of debt, net 1 7 ( 5 )

Net periodic pension cost (benefit) 23 27 ( 8 )

Other, net ( 9 ) ( 28 ) 3

Pension contributions ( 6 ) ( 4 ) ( 34 )

Changes in operating assets and liabilities, net of effects of acquisitions:

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Payments on long-term borrowings ( 7 ) ( 437 ) ( 484 )

Repurchases of long-term borrowings — — ( 30 )

Payments of debt issuance costs — — ( 29 )

Repurchases of common stock ( 75 ) — ( 41 )

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Other financing activities — ( 5 ) —

Net cash provided by (used in) financing activities 245 ( 532 ) 1,756

Net cash (used in) provided by financing activities ( 121 ) 245 ( 532 )

Effect of foreign currency exchange rate change on cash, cash equivalents, and restricted cash 28 ( 15 ) 6

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See notes to consolidated financial statements.

Table of Conten t s

APi Group Corporation

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Refer to Note 10 – "Derivatives" for further information.

Translation gains or losses, which are recorded in accumulated other comprehensive loss on the consolidated balance sheets, result from translation of the assets and liabilities of APi Group’s foreign subsidiaries into U.S.

Foreign currency translation (losses) gains totaled approximately ($ 107 ), $ 61 , and $( 164 ) for the years ended December 31, 2024, 2023, and 2022, respectively.

Translation gains or losses, which are recorded in accumulated other comprehensive income (loss) on the consolidated balance sheets, result from translation of the assets and liabilities of APi Group’s foreign subsidiaries into U.S.

Foreign currency translation gains (losses) totaled approximately $ 176 , $( 107 ), and $ 61 for the years ended December 31, 2025, 2024, and 2023, respectively.

Nearly all of the Company’s foreign operations use their local currency as their functional currency.

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Restricted cash reflects collateral against certain bank guarantees.

Table of Conten t s

Fair value of financial instruments

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The carrying values of cash and cash equivalents, accounts receivable, contract assets, other receivables, accounts payable, contingent compensation liabilities, accrued liabilities, and contract liabilities approximate their fair values because of their short maturity.

The fair value of the Company’s revolving line of credit facilities and long-term debt are based on current lending rates for similar borrowings, assuming the debt is outstanding through maturity, and considering the collateral.

The carrying values of revolving line of credit facilities approximate their fair values because the variable interest rates of these instruments are generally reset monthly.

The fair value of the Company’s revolving line of credit facility and long-term debt are based on current lending rates for similar borrowings, assuming the debt is outstanding through maturity, and considering the collateral.

The carrying values of revolving line of credit facility approximate its fair values because the variable interest rates of these instruments are generally reset monthly.

The fair value of the Company's debt is estimated by discounting future cash flows at currently available rates for borrowing arrangements with similar terms and conditions, which are considered to be Level 2 inputs under the fair value hierarchy.

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Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term (or at fair values in the case of those leases assumed in an acquisition).

As most of the Company’s leases do not provide an implicit rate, the Company uses incremental borrowing rates that are based on its own external unsecured borrowing rates and are risk-adjusted to approximate secured borrowing

rates over similar terms.

These rates are assessed on a quarterly basis for measurement of new lease obligations.

The operating lease assets are calculated based on the value of the lease liability plus prepaid rental payments less lease incentives that the Company expects to receive.

Table of Conten t s

operating lease assets are calculated based on the value of the lease liability plus prepaid rental payments less lease incentives that the Company expects to receive.

Leases with an initial term of less than one year are not recorded on the Company’s consolidated balance sheets.

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Any goodwill impairment is limited to the total amount of goodwill allocated to that reporting unit.

For the Heating, Ventilation and Air Conditioning ("HVAC"), North American Life Safety, Fabrication, and Specialty Contracting reporting units, the Company performs a qualitative assessment to analyze whether or not goodwill has been impaired.

For the quantitative analysis performed on the Infrastructure/Utility and International Life Safety reporting units, the Company determines the fair value of the reporting unit using a combination of the income approach (discounted cash flow method) and market approach (guideline transaction method and guideline public company method).

Management weights each of the methods applied to determine the fair value of the reporting unit.

Under the discounted cash flow method, the Company determines fair value based on the estimated future cash flows for the reporting unit, discounted to present value using a risk-adjusted industry weighted-average cost of capital, which reflects the overall level of inherent risk for the reporting unit and the rate of return an outside investor would expect to earn.

Cash flow projections are derived from budgeted amounts (typically a one-year model) and subsequent period cash flows are developed for each reporting unit using growth rates that management believes are reasonably likely to occur from a market participant’s standpoint.

All cash flow projections by reporting unit are evaluated by management.

A terminal value is derived by capitalizing free cash flow into perpetuity.

The capitalization rate is derived from the weighted-average cost of capital and the estimated long-term growth rate for each reporting unit.

Under the guideline transaction and guideline public company methods, the Company determines the estimated fair value of its reporting unit by applying transaction multiples and public company multiples, respectively, to the reporting unit’s applicable earnings measure.

The transaction multiples are based on observed purchase transactions for similar businesses adjusted for size, diversification and risk.

The public company multiples are based on peer group multiples adjusted for size, growth, risk and margin.

During 2025, the Company performed a qualitative assessment for all reporting units to analyze whether or not goodwill has been impaired.

See Note 8 – “Goodwill and Intangibles” for additional detail on goodwill and other intangible assets.

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Qualitative indicators that may trigger the need for impairment testing include an expectation of selling or disposing of a business unit.

If facts and circumstances support the possibility of impairment, the Company will compare the carrying value of the asset or asset group with the undiscounted future cash flows related to the asset or asset group.

If facts and circumstances support the possibility of impairment, the

Table of Conten t s

Company will compare the carrying value of the asset or asset group with the undiscounted future cash flows related to the asset or asset group.

If the carrying value of the asset or asset group is greater than its undiscounted cash flows, the resulting impairment will be determined as the difference between the carrying value and the fair value, where fair value is determined for the carrying amount of the specific asset groups based on discounted future cash flows or appraisal of the asset groups.

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Under the terms of the insurance contracts, which were issued by a third-party insurance company with no affiliation to the Company, all pension obligations will be funded by the insurer’s annuity payments, but the plans still retain full legal responsibility to pay the benefits to plan participants using the insurance payments.

The Company's

accounting policies related to pension and post-retirement obligations and the buy-in transaction are disclosed in Note 16 – "Pension."

The Company's accounting policies related to pension obligations and the buy-in transaction are disclosed in Note 16 – "Pension."

In December 2024, the Company entered into a non-binding agreement in principle with the Trustees of the two pension plans in the United Kingdom to proceed with wind-up of the plans contingent on certain conditions.

If all conditions are met, the Company expects to execute the final wind-up in late 2026.

If all conditions are met, the Company expects to execute the final wind-up in 2027.

Definite-lived intangibles

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The intangibles are amortized over their estimated useful lives, which range from two to fifteen years for trade names and trademarks and customer relationships, and a period of six to thirty-six months for backlog.

Cloud computing implementation costs

The Company capitalizes certain implementation costs incurred associated with cloud computing arrangements ("CCA") that are service contracts.

Capitalized costs for CCA are included in other assets on the Company's consolidated balance sheets.

Costs not subject to capitalization are recognized within selling, general, and administrative expenses in the consolidated statements of operations.

Amounts capitalized are recognized over the initial term of the software licenses, plus any probable renewals, beginning on the date the associated hosting arrangement is ready for its intended use.

Costs related to preliminary project activities and post-implementation activities are expensed as incurred.

Table of Conten t s

Insurance liabilities

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The amounts the Company will ultimately incur could differ in the near-term from the estimated amounts accrued.

At December 31, 2024 and 2023, the Company had accrued $ 112 a nd $ 98 , respectively, relating to workers’ compensation, general and automobile claims, with $ 87 and $ 74 , respectively, included in other noncurrent liabilities.

At December 31, 2025 and 2024, the Company had accrued $ 125 and $ 112 , respectively, relating to workers’ compensation, general and automobile claims, with $ 90 and $ 87 , respectively, included in other noncurrent liabilities.

The Company recorded a receivable from the insurance carriers of $ 5 and $ 11 at December 31, 2025 and 2024, respectively, to offset the liabilities due above the Company’s deductible, which, under contract, are payable by the insurance carrier.

The Company has outstanding letters of credit as collateral totaling approximately $ 153 and $ 147 at December 31, 2025 and 2024, respectively.

The Company had $ 7 and $ 6 accrued within accrued salaries and wages relating to outstanding health insurance claims at December 31, 2024 and 2023, respectively.

The Company had $ 8 and $ 7 recorded within accrued salaries and wages relating to outstanding health insurance claims at December 31, 2025 and 2024, respectively.

Share-based compensation

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For restricted stock grants with performance-based milestones, the expense is valued based on the closing market share price of the Company’s stock on the date of grant and recorded over the service period after the achievement of the milestone is probable or the performance condition is achieved.

For restricted stock grants with market-based performance milestones, the grant-date fair value is estimated using a Monte Carlo valuation model.

Forfeitures are estimated and recorded using historical forfeiture rates.

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Accordingly, the Company used the two-class method of computing basic and diluted earnings per share for common stock according to participation rights of the Series A Preferred Stock and Series B Preferred Stock.

undistributed earnings allocated on a pro rata basis to the holders of common stock, Series A Preferred Stock, and Series B Preferred Stock to the extent that each class may share income for the period;

Under this method, net income applicable to holders of common stock is first reduced by the amount of dividends declared on Series A Preferred Stock and Series B Preferred Stock in the current period with remaining undistributed earnings allocated on a pro rata basis to the holders of common stock, Series A Preferred Stock, and Series B Preferred Stock to the extent that each class may share income for the period;

whereas undistributed net loss is allocated to common stock because holders of Series A Preferred Stock and Series B Preferred Stock are not contractually obligated to share the loss.

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Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

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assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date.

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Accounting standards issued and adopted

In August 2023, the FASB issued Accounting Standards Update (ASU) 2023-05, Business Combinations— Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement, which requires that a joint venture apply a new basis of accounting upon formation.

As a result, a newly formed joint venture would initially measure its assets and liabilities at fair value.

The Company adopted this ASU on January 1, 2024 and it did not have a material impact on its consolidated financial statements.

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative , which incorporates certain SEC disclosure requirements into the FASB Accounting Standards Codification.

This update will improve disclosure and presentation requirements of a variety of topics and align the requirements in the FASB codification with the SEC’s regulations.

The Company adopted this ASU on January 1, 2024 and it did not have a material impact on its consolidated financial statements.

In November 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

The ASU expands segment disclosures by requiring disclosure of significant segment expenses that are regularly reviewed by the Chief Operating Decision Maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

ASU 2023-07 is effective for the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent interim periods, with early adoption permitted.

The Company adopted this ASU as of December 31, 2024.

Refer to Note 22 – "Segment Information" for details.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

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ASU 2023-09 requires the Company to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the potential impact of adopting this ASU on its consolidated financial statements and disclosures.

In March 2024, the SEC adopted final rules on the enhancement and standardization of climate-related disclosures, which requires disclosure of material climate-related risks, material Scope 1 and Scope 2 greenhouse gas emissions, and other

As it pertains to the financial statements, subject to certain materiality thresholds, the final rules require the financial statement footnotes to include certain disclosures regarding the amounts of expenses (or capitalized costs) incurred that relate to severe weather events and other natural conditions, as well as other disclosures regarding the material impact on financial estimates and assumptions of severe weather events and other natural conditions or disclosed targets or transition plans, and amounts related to carbon offsets and renewable energy credits.

The disclosures will be required at the earliest in the annual financial statements for the year ended December 31, 2025, subject to legal challenges and the SEC's voluntary stay of the disclosure requirements.

The Company will continue to assess the impact of the new rule on its consolidated financial statements while the stay is in place.

The Company prospectively adopted this ASU on January 1, 2025.

Refer to Note 14 – "Income Taxes" for details.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) , which requires business entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods.

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ASU 2024-03 is effective for annual periods beginning after December 15, 2026, with early adoption permitted.

In January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date, which amends the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in annual periods beginning after December 15, 2026, and interim periods in fiscal years beginning after December 15, 2027.

The Company is currently evaluating the potential impact of adopting these ASUs on its consolidated financial statements and disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):

Credit Losses for Accounts Receivable and Contract Assets , which provides a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from revenue transactions accounted for under FASB Accounting Standards Codification ("ASC") Topic 606.

ASU 2025-05 is effective for the Company's annual and interim periods in fiscal years beginning after December 15, 2025, with early adoption permitted.

The Company is currently evaluating the potential impact of adopting this ASU on its consolidated financial statements and disclosures but does not expect the impact to be material.

In November 2024, the FASB issued ASU 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20) , which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.

ASU 2024-04 is effective for all entities for annual and interim periods in fiscal years beginning after December 15, 2025.

Early adoption is permitted for all entities that have adopted the amendments in ASU 2020-06.

On September 18, 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other—Internal‑Use Software (Subtopic 350-40):

Target Improvements to the Accounting for Internal-Use Software, which improves ASC Subtopic 350-40 to better align the guidance (1) for development of software to be sold via SaaS and software to sold via license by introducing new capitalization considerations and (2) with agile software development by eliminating the existing software project staging guidance.

This ASU is effective for all entities for annual and interim periods in fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the potential impact of adopting this ASU on its consolidated financial statements and disclosures but does not expect the impact to be material.

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In the months after closing, as the Company obtains additional information about the acquired assets and liabilities and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price.

Purchase price is allocated to acquired assets and liabilities assumed based upon their estimated fair values, with limited exceptions as permitted pursuant to GAAP, as determined based on estimates and assumptions deemed reasonable by the Company.

The Company engages third-party valuation specialists to assist with preparation of critical assumptions and calculations of the fair value of acquired tangible and intangible assets in connection with significant acquisitions.

Purchase price is allocated to assets acquired and liabilities assumed based upon their estimated fair values, with limited exceptions as permitted pursuant to GAAP, as determined based on estimates and assumptions deemed reasonable by the Company.

The Company engages third-party valuation specialists to assist with preparation of critical assumptions and

Table of Conten t s

calculations of the fair value of acquired tangible and intangible assets in connection with significant acquisitions.

The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed is recorded as goodwill.

Goodwill is attributable to the workforce of the acquired businesses, the complementary strategic fit and resulting synergies these businesses bring to existing operations, and the opportunities in new markets expected to be achieved from the expanded platform .

2025 acquisitions

During the year ended December 31, 2025, the Company completed 14 acquisitions for total net consideration transferred of $ 233 , made up of cash paid at closing of $ 186 , cash deposited into escrow of $ 17 , and accrued consideration of $ 30 .

The results of operations of these acquisitions are included in the Company's consolidated statements of operations from their respective dates of acquisition and were not material.

2025 Acquisitions

Cash paid at closing $ 186

Cash deposited into escrow 17

Accrued consideration 30

Total net consideration $ 233

Cash and cash equivalents $ 15

Accounts receivable 25

Contract assets 2

Other current assets 2

Property and equipment 3

Intangible assets 86

Accounts Payable ( 8 )

Other accrued liabilities ( 8 )

Contract liabilities ( 6 )

Other noncurrent liabilities ( 4 )

Net assets acquired $ 233

The Company has not finalized its accounting for any of the acquisitions completed during 2025 and will make appropriate adjustments to the purchase price allocation prior to completion of the measurement periods, as required.

Based on preliminary estimates, the total amount of goodwill from acquisitions expected to be deductible for tax purposes is $ 118 .

See Note 8 – “Goodwill and Intangibles” for the provisional goodwill assigned to each segment.

2024 Acquisitions

Elevated acquisition

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The results of the Elevated business are reported in the consolidated financial statements of the Company from the date of acquisition within the Company's Safety Services segment.

The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of the Elevated acquisition:

Table of Conten t s

The following table summarizes the final fair values of the assets acquired and liabilities assumed at the date of the Elevated acquisition:

Cash paid at closing $ 572

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Deferred tax liabilities ( 49 )

Other noncurrent liabilities ( 6 )

Net assets acquired $ 578

The Company has not finalized its accounting for purchase price allocation for accounts receivable, contract assets, contract liabilities, legal reserves, and taxes related to the Elevated acquisition.

The Company anticipates that it will finalize its accounting for the Elevated acquisition during the second quarter of 2025.

The Company will make appropriate adjustments to the purchase price allocation, including intangible assets and goodwill, prior to completion of the measurement period, as required.

Based on preliminary estimates, the total amount of goodwill from the Elevated acquisition expected to be deductible for tax purposes is $ 19 .

See Note 8 – “Goodwill and Intangibles” for the provisional goodwill assigned to each segment.

The Company finalized its accounting for the Elevated acquisition during the year ended December 31, 2025.

The total amount of goodwill from the Elevated acquisition expected to be deductible for tax purposes is $ 19 .

During the year ended December 31, 2024, the Company incurred transaction costs of $ 7 , which were expensed and included as a component of selling, general, and administrative expenses in the consolidated statements of operations.

9 unchanged sentences

Consideration for Acquisition C24 included cash paid at closing of $ 26 and accrued consideration of $ 7 .

During 2024, the Company completed nine individually immaterial acquisitions for aggregate consideration transferred $ 76 , made up of cash paid at closing of $ 63 and accrued consideration of $ 13 .

The Company has not finalized its accounting for acquisitions completed during 2024 and will make appropriate adjustments to the purchase price allocation prior to completion of the measurement periods, as required.

preliminary estimates, the total amount of goodwill from acquisitions expected to be deductible for tax purposes is $ 84 .

During 2024, the Company completed nine individually immaterial acquisitions for total net consideration transferred of $ 77 , made up of cash paid at closing of $ 63 and accrued consideration of $ 14 .

The results of operations of these acquisitions are included in the Company’s consolidated statements of operations from their respective dates of acquisition and were not material.

The total amount of goodwill from acquisitions deductible for tax purposes is $ 106 .

Table of Conten t s

The following table summarizes the final fair values of the assets acquired and liabilities assumed at the dates of acquisition:

Acquisition A24 Acquisition B24 Acquisition C24 Other 2024 acquisitions

10 unchanged sentences

Goodwill 10 52 16 43

Other assets — 2 — —

Accounts payable ( 2 ) ( 4 ) ( 2 ) —

2 unchanged sentences

Deferred tax liabilities — ( 2 ) ( 2 ) ( 2 )

Net assets acquired $ 33 $ 101 $ 33 $ 76

2023 Acquisitions

On June 30, 2023, the Company completed an acquisition included within the Safety Services segment ("Acquisition A23").

The results of the A23 business are reported within the Company's Safety Services segment.

Consideration for Acquisition A23 included cash paid at closing of $ 30 , cash deposited into escrow for future deferred payments of $ 5 , and accrued consideration of $ 3 .

On December 29, 2023, the Company completed an acquisition included within the Safety Services segment ("Acquisition B23").

The results of the B23 business are reported within the Company's Safety Services segment.

Consideration for Acquisition B23 included cash paid at closing of $ 27 and accrued consideration of $ 5 .

During 2023, the Company completed five individually immaterial acquisitions for aggregate consideration transferred of $ 24 , made up of cash paid at closing of $ 22 and accrued consideration of $ 2 .

The results of operations of these acquisitions are included in the Company’s consolidated statements of operations from their respective dates of acquisition and were not material.

The total amount of goodwill from acquisitions deductible for tax purposes is $ 54 .

The following table summarizes the final fair values of the assets acquired and liabilities assumed at the dates of acquisition:

Acquisition A23 Acquisition B23 Other 2023 acquisitions

Cash paid at closing $ 30 $ 27 $ 22

Cash deposited into escrow 5 — —

Accrued consideration 3 5 2

Total net consideration $ 38 $ 32 $ 24

Cash and cash equivalents $ — $ 1 $ —

Accounts receivable 6 7 —

Contract assets 1 2 —

Other current assets — — 1

Intangible assets 13 11 11

Goodwill 21 18 14

Other accrued liabilities — ( 2 ) —

Contract liabilities ( 3 ) ( 5 ) ( 2 )

Other noncurrent liabilities — ( 3 ) — —

Net assets acquired $ 33 $ 101 $ 33 $ 77

The final allocations of the purchase prices did not differ materially from preliminary estimates with the exception of measurement period adjustments, primarily related to accounts receivable, intangible assets, goodwill, and other accrued liabilities, recorded during the year ended December 31, 2024.

The Company finalized its accounting for all 2024 acquisitions during the year ended 2025.

The final allocations of the purchase prices did not differ materially from preliminary estimates with the exception of measurement period adjustments, primarily related to accounts receivable, other current assets, intangible assets, goodwill, other assets, other accrued liabilities, and other noncurrent liabilities recorded during the year ended December 31, 2025.

Accrued consideration

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Compensation expense associated with these arrangements is recognized ratably over the required employment period.

Table of Conten t s

The contingent consideration obligations are measured at fair value each reporting period and changes in estimates of fair value are recognized in earnings.

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The total liability for deferred payments was $ 39 and $ 28 at December 31, 2025 and 2024, respectively, and is included in contingent consideration and compensation liabilities in the consolidated balance sheets for all periods presented.

During 2023, the Company completed the divestiture of an infrastructure/utility operating company in the Specialty Services segment (the "Operating Company").

During 2023, the Company completed the divestiture of an infrastructure and utility operating company in the Specialty Services segment (the "Operating Company").

The Company received $ 38 in cash for the sale.

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RESTRUCTURING

During 2022, the Company announced its multi-year Chubb restructuring program designed to drive efficiencies and synergies and optimize operating margin.

The Chubb restructuring program includes expenses related to workforce reductions, lease termination costs, and other facility rationalization costs through fiscal year 2025.

During 2024, the Company incurred pre-tax restructuring costs within the Safety Services segment of $ 12 in connection with the Chubb restructuring program.

Since the Chubb Acquisition, the Company has incurred aggregate restructuring costs of $ 79 .

In 2022, the Company announced its multi-year Chubb restructuring program designed to drive efficiencies and synergies and optimize operating margin.

The Chubb restructuring program included expenses related to workforce reductions, lease termination costs, and other facility rationalization costs.

During 2025, the Company incurred $ 4 of pre-tax restructuring costs within the Safety Services segment in connection with the Chubb restructuring program.

As of December 31, 2025, the Company had $ 13 in restructuring liabilities recorded in other accrued liabilities on the consolidated balance sheets for this plan.

In addition, the Company has incurred $ 23 of related costs which include lease impairment charges, asset write-downs, and consulting fees.

In total, the Company estimates that it will recognize approximately $ 125 of restructuring and other costs related to the Chubb restructuring program by the end of fiscal year 2025.

For the restructuring program, employee-related costs consist of termination benefits provided to employees who have been involuntarily terminated and voluntary early retirement benefits.

In addition, the Company incurred $ 3 of related costs which include lease impairment charges, asset write-downs, and consulting fees.

As of June 30, 2025, the Chubb restructuring program ended, and no additional expenses are expected.

For the restructuring program, employee-related costs consisted of termination benefits provided to employees who were involuntarily terminated and voluntary early retirement benefits.

Program related costs include costs incurred as a direct result of the restructuring program such as consulting fees and facility relocation costs.

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Reversals ( 1 )

Currency translation adjustment 1

December 31, 2024 15

Payments ( 7 )

Reversals ( 1 )

Currency translation adjustment 1

December 31, 2025 $ 13

In addition to the costs noted above, the Company incurred asset write-down costs of $ 0 and $ 1 for the years ended December 31, 2025 and 2024, respectively.

The Company also incurred program related costs of $ 13 and $ 3 for the years ended December 31, 2024 and 2023, respectively.

The Company incurred program related costs of $ 3 and $ 13 for the years ended December 31, 2025 and 2024, respectively.

Under ASC 606, revenue is recognized when or as control of promised goods and services is transferred to customers, and the amount of revenue recognized reflects the consideration to which an entity expects to be entitled in exchange for the goods and services transferred.

1 unchanged sentence

Net revenues recognized at a point in time primarily relate to distribution contracts and short-term time and materials contracts.

Table of Conten t s

Contracts with customers

The Company derives net revenues primarily from contracts with a duration of less than one week to three years (with the majority of contracts with durations of less than six months ) which are subject to multiple pricing options, including fixed

price, unit price, time and material, or cost plus a markup.

The Company also enters into fixed price service contracts related to monitoring, maintenance, and inspection of safety systems.

The Company derives net revenues primarily from contracts with a duration of less than one week to five years (with the majority of contracts having durations of less than six months ), which are subject to multiple pricing options, including fixed price, unit price, time and material, or cost plus a markup.

The Company also enters into fixed price service contracts related to inspection, service, and monitoring of safety systems.

The Company may utilize subcontractors in the fulfillment of its performance obligations.

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Costs incurred include direct materials, labor and subcontract costs, and indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation costs.

These contract costs are included in the results of operations under cost of revenues.

Labor and subcontractor labor costs are considered to be incurred and recognized as the work is performed.

These contract costs are included in the results of operations under cost of revenues.

Net revenues from time and material contracts are recognized as the services are provided and is equal to the sum of the contract costs incurred plus an agreed upon markup.

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The following tables provide disclosure of disaggregated net revenues by segment for the years ended December 31, 2025, 2024, and 2023.

During 2025, in conjunction with the movement of the Heating, Ventilation, and Air Conditioning ("HVAC") business from the Safety Services segment to the Specialty Services segment, the Company reassessed the categories by which it disaggregates net revenues.

The Company determined the nature, timing, and uncertainty of the cash flows of the HVAC business are consistent with the cash flows of the Specialty Contracting businesses.

Additionally, the Company determined the nature, timing, and uncertainty of the cash flows of a distribution business previously included within Specialty Contracting are more consistent with the cash flows of the Fabrication business.

As such, prior period amounts in this table have been recast to reflect the current period presentation.

See Note 22 – “Segment Information” for additional information.

Disaggregated net revenues information is as follows:

3 unchanged sentences

Life Safety $ 5,456 $ — $ 5,456

HVAC 485 — 485

Infrastructure/Utility — 997 997

Fabrication — 230 230

Infrastructure and Utility — 1,024 1,024

Fabrication and Distribution — 342 342

Specialty Contracting — 1,094 1,094

1 unchanged sentence

Net revenues $ 5,456 $ 2,460 $ 7,911

Table of Conten t s

Year Ended December 31, 2024

2 unchanged sentences

Life Safety $ 4,797 $ — $ 4,797

HVAC 507 — 507

Infrastructure/Utility — 1,224 1,224

Fabrication — 202 202

Infrastructure and Utility — 998 998

Fabrication and Distribution — 290 290

Specialty Contracting — 941 941

5 unchanged sentences

Life Safety $ 4,425 $ — $ 4,425

HVAC 498 — 498

Infrastructure/Utility — 1,154 1,154

Fabrication — 253 253

Infrastructure and Utility — 1,216 1,216

Fabrication and Distribution — 262 262

Specialty Contracting — 1,040 1,040

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The stand-alone selling price is estimated using the expected cost plus a margin approach for each performance obligation.

For in-process contracts, the aggregate amount of transaction price allocated to the unsatisfied perform ance obligations at December 31, 2024 was $ 3,040 .

For in-process contracts, the aggregate amount of transaction price allocated to the unsatisfied performance obligations at

Table of Conten t s

December 31, 2025 was $ 3,605 .

The Company expects to recognize revenue on approximately 74 % of the remaining performance obligations over the next twelve months .

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Contracts are often modified through change orders to account for changes in the scope and price of the goods or services being provided.

context of the original contract and, therefore, not treated as a separate performance obligation but rather as a modification of the existing contract and performance obligation.

Although the Company evaluates each change order to determine whether such modification creates a separate performance obligation, the majority of change orders are for goods or services that are not distinct within the context of the original contract and, therefore, not treated as a separate performance obligation but rather as a modification of the existing contract and performance obligation.

Variable consideration

8 unchanged sentences

The Company typically invoices customers with payment terms of net due in 30 days.

It is also common for contracts in the Company's industries to specify a general contractor is not required to submit payments to a subcontractor until it has received those funds from the owner or funding source.

It is also common for contracts in the Company's end markets to specify a general contractor is not required to submit payments to a subcontractor until it has received those funds from the owner or funding source.

In most instances, the Company receives payment of invoices between 30 to 90 days of the date of the invoice.

8 unchanged sentences

As of December 31, 2025 and 2024, none of the Company’s contracts contained a significant financing component.

Table of Conten t s

Contract assets and contract liabilities are classified as current in the consolidated balance sheets as all amounts are expected to be relieved within one year.

8 unchanged sentences

At December 31, 2025 and 2024, retentions receivable were $ 187 and $ 160 , respectively, while the portions that may not be received within one year were $ 48 and $ 38 , respectively.

were no other significant changes due to business acquisitions or significant changes in estimates of contract progress or transaction price.

There were no other significant changes due to business acquisitions or significant changes in estimates of contract progress or transaction price.

There were no significant impairments of contract assets recognized during the period.

6 unchanged sentences

The following table provides disclosure of goodwill by segment as of December 31, 2025 and 2024.

During 2025, the Company moved the HVAC business from the Safety Services segment to the Specialty Services segment, and segment-related prior period amounts have been recast to reflect this adjustment as of the beginning of the period presented.

As a result of the reallocation of goodwill between reportable segments, the Company performed an impairment test for the impacted reporting unit pre-realignment and post-realignment and there was no impairment to be recorded.

The changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2025 and 2024 are as follows:

3 unchanged sentences

Acquisitions 510 3 513

Impairment of goodwill (1)

— ( 4 ) ( 4 )

Foreign currency translation and other, net (1)

( 90 ) — ( 90 )

Goodwill as of December 31, 2024 2,661 233 2,894

1 unchanged sentence

Foreign currency translation and other, net (1)

( 90 ) — ( 90 )

Goodwill as of December 31, 2025 $ 2,927 $ 240 $ 3,167

(1) The Company sold an operating company (See Note 5 – "Divestitures").

Pursuant to the authoritative literature, the Company evaluated the recoverability of the carrying value of the assets and liabilities and recorded a goodwill impairment charge of $ 4 for the year ended December 31, 2023.

(1) Other includes immaterial measurement period adjustments related to acquisitions for which the measurement period was open at the beginning of the year (see Note 4 – "Business Combinations").

Table of Conten t s

The Company's identifiable intangible assets are comprised of the following as of December 31, 2025 and 2024:

32 unchanged sentences

As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.

The authoritative guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost).

The authoritative guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of

Table of Conten t s

future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost).

These valuation techniques are based upon observable and unobservable inputs.

28 unchanged sentences

Total $ — $ ( 5 ) $ ( 16 ) $ ( 21 )

Table of Conten t s

Fair Value Measurements at December 31, 2024

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The contingent consideration obligations are measured at fair value each reporting period and changes in estimates of fair value are recognized in earnings.

The table below presents a reconciliation of the fair value of the Company’s contingent consideration obligations that use unobservable inputs (Level 3), as well as other information about the contingent consideration obligations:

The table below presents a reconciliation of the fair value of the Company’s contingent consideration obligations that use unobservable inputs, as well as other information about the contingent consideration obligations:

Year Ended December 31,

3 unchanged sentences

Settlements ( 4 ) ( 6 ) ( 1 )

Adjustments to fair value ( 2 ) — —

Balance at the end of the year $ 16 $ 13 $ 6

4 unchanged sentences

The fair value adjustments and the related unobservable inputs were not considered significant for the year ended December 31, 2025.

Table of Conten t s

Fair value estimates

2 unchanged sentences

The interest rates of the variable interest rate long-term debt instruments are generally reset monthly.

During 2024, the Company repriced and upsized the 2021 Term Loan by an aggregate principal amount equal to $ 850 .

During 2024, the Company also repaid $ 100 to the 2021 Term Loan and the remaining $ 330 of the 2019 Term Loan.

During 2023, the Company completed repricing of its 2019 Term Loan and 2021 Term Loan and $ 422 of the 2019 Term Loan was extended to the 2021 Term Loan.

During 2023, the Company also repaid an aggregate amount of $ 375 and $ 100 to the 2019 Term Loan and 2021 Term Loan, respectively.

December 31, 2025 December 31, 2024

1 unchanged sentence

2021 Term Loan $ 2,157 $ 2,162 $ 2,157 $ 2,155

2021 Term Loan 2,157 2,155 1,407 1,407

4.125 % Senior Notes

6 unchanged sentences

Changes in fair value are recognized immediately in earnings unless the derivative qualifies and is designated as a hedge under ASC 815, Derivatives and Hedging .

Cash flows from derivatives are classified in the consolidated statements of cash flows in the same category as the cash flows from the items subject to designated hedge or undesignated (economic) hedge relationships.

Cash flows from derivatives are classified in the consolidated statements of cash flows in the same category as the cash flows from items subject to designated hedge or undesignated (economic) hedge relationships.

The Company evaluates hedge effectiveness at inception and on an ongoing basis.

5 unchanged sentences

These arrangements do not call for collateral and no cash collateral has been received or pledged related to the underlying derivatives.

Table of Conten t s

The following table presents the fair value of derivative instruments:

8 unchanged sentences

Foreign currency forward contracts — — — — — —

Fair value hedges – cross currency contracts 737 54 — 721 17 —

Net investment hedges – cross currency contracts 230 28 — 230 20 —

Fair value hedges:

Cross currency contracts 689 2 — 737 54 —

Net investment hedges:

Cross currency contracts 931 10 — 230 28 —

Total derivatives designated as hedging instruments 3,580 16 — 2,927 121 —

1 unchanged sentence

Foreign currency forward contracts 312 1 ( 5 ) 77 — —

Total derivatives not designated as hedging instruments $ 77 $ — $ — $ 73 $ — $ 1

Total derivatives $ 3,892 $ 17 $ ( 5 ) $ 3,004 $ 121 $ —

The following table presents the effect of derivatives on the consolidated statements of operations:

Amount of income (expense) recognized in income

Location of income (expense)

Amount of expense (income) recognized in income

Location of expense (income)

recognized in income Year ended December 31,

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Not designated as hedging instruments:

Foreign currency forward contracts Investment expense and other, net — 1 2

Foreign currency forward contracts Investment expense (income) and other, net — — ( 1 )

Currency Effects

The income (expense) from derivatives designed to offset foreign currency exposure and recorded in investment expense (income) and other, net were offset by foreign currency transaction gains and losses resulting in a net (loss ) gain of $( 2 ), $ 1 and $( 2 ) for the years ended December 31, 2024, 2023, and 2022, respectively.

The expense (income) from derivatives designed to offset foreign currency exposure and recorded in investment expense (income) and other, net were offset by foreign currency transaction gains and losses resulting in a net loss (gain) of $ 2 , $ 2 and $( 1 ) for the years ended December 31, 2025, 2024, and 2023, respectively.

Table of Conten t s

The following table presents the effect of cash flow and fair value hedge accounting on accumulated other comprehensive income (loss) ("AOCI"):

10 unchanged sentences

Fair value hedging relationships:

Cross currency contracts — — — Interest expense, net ( 2 ) — —

Cross currency contracts 3 — ( 6 ) Investment expense (income) and other, net ( 52 ) 36 ( 25 )

1 unchanged sentence

Cross currency contracts ( 16 ) 7 ( 9 ) Interest expense, net 3 1 1

Cross currency contracts — — — Investment expense (income) and other, net 3 — —

Cash flow hedges

5 unchanged sentences

The Company elected a method that does not require continuous evaluation of hedge effectiveness.

During 2022, the Company terminated the previously outstanding $ 720 notional amount interest rate swap with a maturity date in October 2024 ("2024 Interest Rate Swap").

The present value as of the date of termination of the 2024 Interest Rate Swap was recorded in AOCI on the consolidated balance sheets.

The fair value previously recognized in AOCI related to interest rate movements of the 2024 Interest Rate Swap was amortized to interest expense on a straight-line basis through October 2024.

As of December 31, 2024, no unrealized pre-tax gains related to the terminated swap remained in AOCI.

The Company has an aggregate $ 720 notional amount interest rate swap ("2026 Interest Rate Swap") and aggregate $ 400 notional swaps ("2028 Interest Rate Swap"), each amended on May 19, 2023 in connection with the transition to the Secured Overnight Financing Rate ("SOFR").

Refer to Note 13 – "Debt" for additional information.

The Company has an aggregate $ 720 notional amount interest rate swap ("2026 Interest Rate Swap") and aggregate $ 400 notional swaps ("2028 Interest Rate Swap").

The 2026 Interest Rate Swap exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.59 % over the term of the agreement, which matures in October 2026.

The 2028 Interest Rate Swap exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.41 % over the term of the agreements, which mature January 2028.

On September 18, 2024, the Company entered into a $ 720 notional amount forward starting interest rate swap that exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.13 % over the term of the agreement, commencing in October 2026 and maturing in January 2029 ("2029 Interest Rate Swap").

The 2028 Interest Rate Swap exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.41 % over the term of the agreements, which mature in January 2028.

During 2024, the Company entered into a $ 720 notional amount forward starting interest rate swap that exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.13 % over the term of the agreement, commencing in October 2026 and maturing in January 2029 ("2029 Interest Rate Swap").

Upon commencement, the 2029 Interest Rate Swap will cover the remainder of the interest payments starting in October 2026 to the maturity of the 2021 Term Loan.

As of December 31, 2024, the Company had $ 1,840 total notional amount outstanding in the 2026 Interest Rate Swap, the 2028 Interest Rate Swap, and the 2029 Interest Rate Swap.

The Company has designated these swaps as cash flow hedges of the interest rate risk attributable to forecasted variable interest (SOFR) payments for its SOFR-based term loans of $ 2,157 .

As of December 31, 2025, the Company had $ 1,840 notional amount outstanding in the 2026 Interest Rate Swap, the 2028 Interest Rate Swap, and the 2029 Interest Rate Swap.

The Company has designated these swaps as cash flow hedges of the interest rate risk attributable to forecasted variable interest (SOFR) payments for its SOFR-based term loan of $ 2,157 .

As of December 31, 2025, the weighted-average fixed rate of interest on these swaps was approximately 3.52 %.

Variations in the assets and liability balances are primarily driven by changes in the applicable forward yield curves related to SOFR.

Variations in the assets and liability balances related to the swaps are primarily driven by changes in the applicable forward yield curves related to SOFR.

Cross-currency swaps

1 unchanged sentence

The Company periodically assesses whether its currency exchange contracts are effective, and when a contract is determined to be no longer effective as a hedge, the Company discontinues hedge accounting prospectively.

Table of Conten t s

During 2021, the Company entered into two cross-currency swaps designated as cash flow hedges with gross notional U.S.

7 unchanged sentences

Fair value hedges

The Company has certain intercompany loans subject to changes in foreign currency exchange rates.

In June 2024, to hedge these exposures, the Company entered into a cross currency swap maturing June 2029 and designated as a fair value hedge with a gross notional U.S.

dollar equivalent of $ 16 in AUD.

In 2022, the Company entered into three cross currency swaps all with maturity dates of January 2027 and are designated as fair value hedges with gross notional U.S.

dollar equivalents of $ 271 , $ 241 , and $ 209 in GBP, CAD, and EUR, respectively.

The Company measures the effectiveness of

fair value hedges on a spot-to-spot basis.

The Company uses cross-currency swaps designated as fair value hedges to manage exposure from intercompany loans subject to foreign exchange risks.

During 2024, an Australian dollars ("AUD") swap with a notional amount of $ 16 U.S.

dollars ("USD") equivalent and a maturity date in June 2029 was added to the existing British pounds ("GBP"), Canadian dollars ("CAD"), and Euros ("EUR") swaps, which had a total notional amount of $ 721 USD equivalent and a maturity date in January 2027.

During 2025, the Company partially terminated its CAD swap, resulting in the reclassification of $ 2 of losses from AOCI to interest expense, net in its consolidated statements of operations.

Following the partial termination of the CAD swap, the remaining notional amount outstanding was $ 689 USD equivalent.

The Company measures the effectiveness of fair value hedges on a spot-to-spot basis.

Accordingly, the spot-to-spot change in the derivative fair values are recorded in the consolidated statements of operations and perfectly offset the spot-to-spot change in the underlying intercompany loans, and as such, these hedges are deemed highly effective.

1 unchanged sentence

Any cash flows associated with these instruments are included in operating activities in the consolidated statements of cash flows.

Net investment hedge

Net investment hedges

The Company has net investments in foreign subsidiaries subject to changes in foreign currency exchange rates.

During 2021, the Company entered into a $ 230 notional foreign currency swap designated as a net investment hedge for a portion of the Company’s net investments in Euro-denominated subsidiaries.

Gains and losses resulting from a change in fair value of the net investment hedge are offset by gains and losses on the underlying foreign currency exposure and are included in AOCI in the consolidated balance sheets.

During 2021, the Company amended the critical terms of the foreign currency swap by extending the maturity date to July 2029 and modifying the U.S.

During 2025, the Company entered into a $ 701 notional foreign currency swap designated as a net investment hedge ("2025 Net Investment Hedge") for a portion of the Company’s net investments in Euro-denominated subsidiaries.

In 2021, the Company entered into a $ 230 notional foreign currency swap designated as a net investment hedge ("2021 Net Investment Hedge") for a portion of the Company’s net investments in Euro-denominated subsidiaries.

Gains and losses resulting from a change in fair value of the net investment hedges are offset by gains and losses on the underlying foreign currency exposure and are included in AOCI in the consolidated balance sheets.

The Company evaluates the effectiveness of its net investment hedges at inception and on an ongoing basis.

If a net investment hedge is no longer expected to be effective, the Company discontinues hedge accounting prospectively.

In 2021, the Company amended the critical terms of the 2021 Net Investment Hedge by extending the maturity date to July 2029 and modifying the U.S.

dollar and Euro coupons.

1 unchanged sentence

The initial net investment hedge was dedesignated.

The amended net investment hedge reduces the Company’s interest expense by approximately $ 3 annually and reduces its overall effective interest rate by approximately 24 basis points.

The fair value previously recognized in AOCI related to interest rate movements of the dedesignated swap is being amortized to interest expense on a straight-line basis through the third quarter of 2029 and reduces the Company's interest expense by approximately $ 1 annually.

Foreign currency forward contracts

Foreign currency contracts

The Company utilizes foreign currency forward contracts to hedge the effect of foreign currency exchange rate fluctuations on confirmed foreign currency transactions, including inventory purchases and intercompany charges and other payments.

1 unchanged sentence

The changes in fair value of these contracts are recorded in investment expense (income) and other, net.

Table of Conten t s

PROPERTY AND EQUIPMENT, NET

12 unchanged sentences

The Company determines if an arrangement is or contains a lease at inception, which is the date on which the terms of the contract are agreed to, and the agreement creates enforceable rights and obligations.

Under ASC 842, a contract is or contains a lease when (i) explicitly or implicitly identified assets have been deployed in the contract and (ii) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what

purpose the asset is used during the term of the contract.

The Company also considers whether its service arrangements include the right to control the use of an asset.

15 unchanged sentences

For leases that include residual value guarantees or payments for terminating the lease, the Company includes these costs in the lease liability when it is probable they will be incurred.

Table of Conten t s

The Company determines the present value of lease payments using its incremental borrowing rate (“IBR”), as the Company’s leases generally do not have a readily determinable implicit discount rate.

11 unchanged sentences

The Company also has significant leases located in (denominated in):

Canada (CAD), European Union (EUR), United Kingdom (GBP), and Australia (AUD).

To derive the applicable foreign IBR curves, the Company adjusted its concluded United States/USD IBR curve to the applicable foreign IBR curves using the covered interest rate parity theory, which captures foreign currency risk.

Canada (CAD), the European Union (EUR), the United Kingdom (GBP), and Australia (AUD).

To derive the applicable foreign IBR curves, the Company adjusted its calculated United States/USD IBR curve to the applicable foreign IBR curves using the covered interest rate parity theory, which captures foreign currency risk.

The Company developed its IBR curves with tenors ranging from 1 -year to 30 -years to match its anticipated lease terms.

For each lease, the Company applied the IBR that aligned with the concluded lease term.

The Company estimated the IBRs on a quarterly basis throughout 2024, which ranged from 1.79 % to 9.63 % across all currencies for the 1 -year through 30 -year tenor.

The Company estimated the IBRs on a quarterly basis throughout 2025.

The Company has made an accounting policy election to account for lease and non-lease components in its contracts as a single lease component for all asset classes except for certain asset classes within its information technology arrangements.

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Finance leases 4 5 5

Included within ROU assets obtained in exchange for new lease obligations during 2022, there were $ 146 and $ 2 of operating and financing leases, respectively, which were adjusted to fair value as part of the Chubb Acquisition.

Table of Conten t s

Supplemental consolidated balance sheets information related to leases is as follows:

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The Company leases office and operating facilities from various parties that are in management positions at certain businesses and the Company incurred rent expense, including real estate taxes and operating costs of approximately $ 3 , $ 4 , and $ 4 during the years ended December 31, 2025, 2024, and 2023, respectively, under these arrangements.

Table of Conten t s

Debt obligations consist of the following:

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Term loan facility

2019 Term Loan October 1, 2026 $ — $ 330

Revolving Credit Facility January 3, 2027 — —

2021 Term Loan January 3, 2029 $ 2,157 $ 2,157

Revolving Credit Facility May 20, 2030 — —

4.125 % Senior Notes

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Term loan facility

As of December 31, 2024, the Company had no principal outstanding under the $ 1,200 term loan (the "2019 Term Loan") and $ 2,157 of principal outstanding under the incremental term loan (the "2021 Term Loan").

As of December 31, 2025, the Company had $ 2,157 of principal outstanding under the incremental term loan (the "2021 Term Loan") with a maturity date of January 3, 2029.

The interest rate applicable to the 2021 Term Loan is, at the Company's option, either (1) a base rate plus an applicable margin equal to 0.75 % or (2) Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 1.75 %.

The interest rate applicable to borrowings under the $ 500 five-year senior secured revolving credit facility (the “Revolving Credit Facility”) is, at the Company’s option, either (1) a base rate plus an applicable margin equal to 1.25 %, or (2) a Term

SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 2.25 % plus a credit spread adjustment ("CSA").

As of December 31, 2024 and 2023, the Company had no amounts outstanding under the Revolving Credit Facility, and $ 494 and $ 495 , respectively, was available under the Revolving Credit Facility, after giving effect to $ 6 and $ 5 , respectively, of outstanding letters of credit.

During the second quarter of 2024, the Company completed its Sixth Amendment to its credit agreement, upsizing and repricing the 2021 Term Loan and repaying the 2019 Term Loan.

The repricing reduced the applicable margin on the 2021 Term Loan by 50 basis points and removed the CSA.

As part of the transaction, the Company incurred approximately $ 550 of incremental principal on the 2021 Term Loan.

The proceeds were used to repay the remaining $ 330 of the 2019 Term Loan, repay $ 100 of the Revolving Credit Facility outstanding, and for general corporate purposes, including to partially fund the Elevated acquisition.

During the first quarter of 2024, the Company completed its Fifth Amendment to its credit agreement, upsizing its 2021 Term Loan by an aggregate principal amount equal to $ 300 .

The interest rate applicable to borrowings under the $ 750 five-year senior secured revolving credit facility (the “Revolving Credit Facility”) is, at the Company’s option, either (1) a base rate plus an applicable margin equal to 0.25 %, or (2) a Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 1.25 %.

As of December 31, 2025 and 2024, the Company had no amounts outstanding under the Revolving Credit Facility, and $ 745 and $ 494 was available at December 31, 2025 and 2024, after giving effect to $ 5 and $ 6 , respectively, of outstanding letters of credit.

In the second quarter of 2025, the Company completed its Eighth Amendment to its credit agreement, which increased the Revolving Credit Facility from $ 500 to $ 750 , extended the facility's maturity to five years from the date of the Eighth Amendment, reduced the applicable margin by 75 basis points, and eliminated the credit spread adjustment ("CSA").

During the first quarter of 2025, the Company completed its Seventh Amendment to its credit agreement, repricing the 2021 Term Loan.

The repricing reduced the applicable margin on the 2021 Term Loan by 25 basis points.

During 2024, the Company completed its Sixth Amendment to its credit agreement, refining the 2021 Term Loan by increasing its principal amount and lowering the interest margin by 50 basis points.

The amendment also removed the CSA.

In connection with this transaction, the Company added approximately $ 550 of incremental principal to the 2021 Term Loan.

The proceeds were used to fully repay the remaining $ 330 balance of the 2019 Term Loan, to pay down $ 100 outstanding under the Revolving Credit Facility, and for general corporate purposes, including partial funding of the Elevated acquisition.

During 2024, the Company completed its Fifth Amendment to its credit agreement, upsizing its 2021 Term Loan by an aggregate principal amount equal to $ 300 .

The loan proceeds were directed as consideration for a portion of the purchase price for the Series B Preferred Stock Conversion.

For additional information regarding the Series B Preferred Stock Conversion, see Note 19 – "Shareholders' Equity and Redeemable Convertible Preferred Stock."

During 2024, the Company made aggregate payments of $ 330 and $ 100 on the 2019 Term Loan and 2021 Term Loan, respectively.

As a result of the principal payments, the Company incurred a loss on debt extinguishment of $ 1 related to unamortized debt issuance costs, which was recorded within loss (gain) on extinguishment of debt, net in the consolidated statements of operations.

During 2023, the Company made aggregate payments of $ 375 and $ 100 on the 2019 Term Loan and 2021 Term Loan, respectively.

As a result of the principal payments, the Company incurred a loss on debt extinguishment of $ 7 related to unamortized debt issuance costs, which was recorded within loss (gain) on extinguishment of debt, net in the consolidated statements of operations.

As of December 31, 2025 and 2024, the Company was in compliance with all applicable debt covenants.

Table of Conten t s

Swap activity

In 2023, the Company amended its existing interest rate swaps in connection with the transition to SOFR for the term loans.

As of December 31, 2024, the Company had a $ 720 notional value 2026 Interest Rate Swap, exchanging one-month SOFR for a fixed rate of 3.59 % per annum, and $ 400 notional value 2028 Interest Rate Swap, exchanging one-month SOFR for a rate of 3.41 %.

Accordingly, the Company's fixed interest rate per annum on the first swapped $ 400 notional value of the term loan is 5.41 % and the second swapped $ 720 notional value of the term loans is 5.59 % through the swaps' maturity.

The remaining $ 1,037 of the term loan balance will bear interest based on one-month SOFR plus 200 basis points, but the rate will fluctuate as SOFR fluctuates.

As of December 31, 2025, the Company had the 2026 Interest Rate Swap with $ 720 notional value, exchanging one-month SOFR for a fixed rate of 3.59 % per annum, and 2028 Interest Rate Swap with aggregate $ 400 notional value, exchanging one-month SOFR for a rate of 3.41 %.

Accordingly, the Company's fixed interest rate per annum on the swapped $ 720 notional value of the term loans is 5.34 % and the second swapped $ 400 notional value of the term loans is 5.16 % through the maturity of the swaps.

The remaining $ 1,037 of the term loan balance will bear interest based on one-month SOFR plus 175 basis points, and the rate will fluctuate as SOFR fluctuates.

During 2024, the Company entered into a $ 720 notional amount forward starting interest rate swap commencing in October 2026 and maturing in January 2029 that exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.13 % over the term of the agreement.

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The 4.125 % Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain of the Company’s subsidiaries.

The balance as of December 31, 2025 was $ 337 .

4.750 % Senior Notes

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The 4.750 % Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain of the Company's subsidiaries.

Senior Notes Repurchases

During 2022, the Company repurchased on the open market $ 13 and $ 23 of the 4.125 % Senior Notes and 4.750 % Senior Notes, respectively (the "Repurchases").

In connection with the Repurchases, the Company recognized a net gain on debt extinguishment of $ 5 within loss (gain) on extinguishment of debt, net in the consolidated statements of operations.

The Company was in compliance with all covenants contained in the indentures governing the 4.125 % Senior Notes and 4.750 % Senior Notes as of December 31, 2024 and 2023.

The balance as of December 31, 2025 was $ 277 .

The Company was in compliance with all covenants contained in the indentures for the 4.125 % Senior Notes and 4.750 % Senior Notes as of December 31, 2025 and 2024.

Other obligations

As of December 31, 2024 and 2023, the Company had $ 5 and $ 5 in notes outstanding, respectively, for working capital purposes and the acquisition of equipment and vehicles.

As of December 31, 2025 and 2024, the Company had $ 5 in notes outstanding for working capital purposes and the acquisition of equipment and vehicles.

Amounts outstanding under these notes are included in the table below.

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Total deferred tax benefit $ 14 $ ( 27 ) $ ( 32 )

federal $ 54 $ 32 $ 38

State 22 14 22

Foreign 35 34 19

Total income tax provision $ 111 $ 80 $ 79

The reconciliation of the federal statutory income tax rate to the Company’s provision for income taxes is as follows:

The Company has elected to prospectively adopt the guidance in ASU No, 2023-09, Income Taxes (Topic 740):

Improvements to Income Taxes Disclosures .

The reconciliation of the federal statutory income tax rate to the Company's provision for income taxes for the year ended December 31, 2025 in accordance with the guidance in ASU No.

2023-09 is as follows:

Year Ended December 31, 2025

2024 2023 2022

federal statutory tax rate $ 87 21.0 %

State and local income taxes, net of federal income tax effect (1)

Foreign tax effects

United Kingdom

Other permanent differences ( 4 ) ( 1.0 ) %

Other adjustments ( 2 ) ( 0.5 ) %

Other foreign jurisdictions 6 1.5 %

Effect of cross-border tax laws

Cross-border financing arrangement ( 6 ) ( 1.5 ) %

Other 1 0.2 %

Nontaxable or nondeductible items

Section 162(m) limitation 6 1.5 %

Other adjustments 5 1.3 %

Total provision for income taxes $ 111 26.9 %

(1) State taxes in Minnesota, New Jersey, Illinois, Wisconsin, and Tennessee made up the majority (greater than 50%) of the tax effect in this category.

The reconciliation of the federal statutory income tax rate to the Company’s provision for income taxes for the years ended December 31, 2024 and 2023 in accordance with the guidance prior to the adoption of ASU 2023-09 is as follows:

Year Ended December 31,

Expected provision at statutory federal rate $ 70 21.0 % $ 49 21.0 %

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Permanent differences and other 3 0.9 % 3 1.3 %

Uncertain tax positions — — % — — % ( 1 ) ( 1 ) %

Transaction costs 1 0.3 % — — %

Withholding taxes on foreign entities — — % — — % ( 9 ) ( 10 ) %

Section 162(m) limitation 3 0.9 % 3 1.3 %

Total provision for income taxes $ 80 24.0 % $ 79 33.9 %

The income taxes paid for the year ended December 31, 2025 consisted of the following:

Year Ended December 31, 2025

United Kingdom 6

Other foreign 5

The components of deferred tax assets and liabilities consisted of the following:

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Interest limitation 29 36

Derivatives 1 —

Gross deferred tax assets 289 310

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As of December 31, 2025 and 2024, valuation allowances of $ 107 and $ 92 were recorded against certain deferred tax assets of the Company’s domestic and foreign subsidiaries.

As of December 31, 2024, the Company had gross federal, state and foreign net operating loss carryforwards of approximately $ 0 , $ 20 , and $ 93 , respectively.

As of December 31, 2025, the Company had gross federal, state and foreign net operating loss carryforwards of approximately $ 1 , $ 20 , and $ 70 , respectively, foreign capital loss carryforwards of $ 220 , and foreign credit carryforwards of $ 40 .

The state net operating loss carryforwards have carryforward periods of five to twenty years and begin to expire in 2029.

The foreign net operating loss carryforwards generally have carryback periods of three years , carryforward periods of twenty years , or that are indefinite, and begin to expire in 2025.

As of December 31, 2024, there were approximately $ 289 of accumulated undistributed earnings of subsidiaries outside of the United States, all of which are considered to be indefinitely reinvested.

Due to the complexity of the legal entity structure, the number of legal entities and jurisdictions involved, and the complexity of the laws and regulations, the Company believes it is not practicable to estimate the amount of additional taxes which may be payable upon distribution of these undistributed earnings.

Accordingly, no deferred taxes have been provided for withholding taxes or other taxes on permanently reinvested earnings.

The foreign attributes generally have carryforward periods of twenty years , which begin to expire in 2026, or can be carried forward indefinitely, subject to utilization rules.

As of December 31, 2025, there were accumulated undistributed earnings of subsidiaries outside of the United States, all of which are considered to be indefinitely reinvested.

Accordingly, no deferred taxes have been provided for withholding taxes or other taxes on permanent reinvested earnings.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

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Reductions for tax positions due to lapse in statute of limitations — — ( 1 )

Foreign currency translation adjustments — — ( 2 )

Gross unrecognized tax benefits as of the end of the year $ 9 $ 9 $ 7

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During the years ended December 31, 2025, 2024, and 2023, the Company did not recognize net interest expense.

If all of the Company’s unrecognized tax benefits as of December 31, 2024 were recognized, $ 12 would impact the Company’s effective tax rate.

The Company expects $ 1 of unrecognized tax benefits to expire in the next twelve months due to lapses in the statute of limitations.

As of December 31, 2025, $ 12 of unrecognized tax benefit would impact the Company’s effective tax rate, if recognized.

The Company files income tax returns in the U.S.

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There are various other audits in state and foreign jurisdictions.

T he IRS exam related to the 2019 final S Corporation return has been closed without adjustments.

The IRS exam related to the 2019 final S Corporation return has been closed without adjustments.

On July 4, 2025, the “One Big Beautiful Bill Act” was enacted into law.

The legislation includes several changes to federal tax law including permanent extension of certain expiring Tax Cuts and Jobs Act provisions and modifications to US taxation of foreign activity.

Certain provisions were effective for 2025, while others will be effective for tax years beginning after December 31, 2025.

The Company has evaluated the impact of the legislation and incorporated the applicable tax provisions into its consolidated financial statements for the current reporting period.

EMPLOYEE BENEFIT PLANS

Employee stock purchase plan

Most of the Company’s employees in the U.S and Canada, including named executive officers, are eligible to participate in the Company’s Employee Stock Purchase Plan (the “ESPP”).

Most of the Company’s employees in the U.S and Canada, including named executive officers, are eligible to participate in the Company’s ESPP.

Sales of shares of the Company’s common stock under the ESPP are generally made pursuant to offerings that are intended to satisfy the requirements of Section 423 of the Internal Revenue Code.

The ESPP permits employees of the Company to purchase common stock at a price equal to 85 % of the lesser of (i) the market value of the common stock on the first date of the offering period, or (ii) the market value of the

common stock on the purchase date, whichever is lower.

Participants are subject to eligibility requirements and may not purchase more than 500 shares in any offering period or more than ten thousand dollars of common stock in a year under the ESPP.

During the year ended December 31, 2025, the Company recognized $ 7 of expense, and issued 907,005 shares of the Company's common stock at a weighted-average price per share of $ 20.44 related to the ESPP.

As of December 31, 2024, the Company accrued a liability of $ 7 , which has been recorded as accrued salaries and wages in the consolidated balance sheets, for 228,787 sha res of the Company's common stock that were issued to employees in January 2025.

As of December 31, 2024, there were approximate ly 5,431,500 sha res reserved for future issuance under the ESPP.

As of December 31, 2025, the Company accrued a liability of $ 9 , which has been recorded as accrued salaries and wages in the consolidated balance sheets, for 311,400 shares of the Company's common stock that were issued to employees in January 2026.

As of December 31, 2025, there were approximately 7,583,500 shares reserved for future issuance under the ESPP.

The Company has 401(k) plans that provide for annual contributions not to exceed the maximum amount allowed by the Internal Revenue Code.

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however, its required contributions may increase based on the funded status of the MEPP and the legal requirements of the Pension Protection Act of 2006 (the "PPA"), which requires substantially underfunded MEPPs to implement a funding improvement plan ("FIP") or a rehabilitation plan ("RP") to improve their funded status.

Factors that could impact the funded status of the MEPP include, without limitation, investment performance, changes in the participant demographics,

decline in the number of contributing employers, changes in actuarial assumptions, and the utilization of extended amortization provisions.

Factors that could impact the funded status of the MEPP include, without limitation, investment performance, changes in the participant demographics, decline in the number of contributing employers, changes in actuarial assumptions, and the utilization of extended amortization provisions.

The Company believes that certain of the MEPPs in which the Company participates may have underfunded vested benefits.

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In addition, the Company may be subject to a surcharge if the Plan is in the red zone.

The Surcharge imposed column indicates whether a surcharge has been imposed on contributions to the Plan.

The Surcharge imposed column indicates whether a surcharge has been imposed on contributions to

The last column lists the expiration date(s) of the collective bargaining agreement(s) to which the plans are subject.

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National Automatic Sprinkler Industry Pension Fund 52-6054620-001 12/31/2024 Green Green Green No $ 38 $ 34 $ 32 Yes No 3/31/2030

Pipe Trades Services MN Pension Fund 41-6131800-001 4/30/2025 Green Green Green No 12 8 11 Yes No 4/30/2027

Sheet Metal Workers' National Pension Fund 52-6112463-001 12/31/2024 Green Green Green No 6 4 6 No No 4/30/2026

Heavy And General Laborers Local Unions 472 And 172 Of New Jersey Pension Fund 22-6032103-001 3/31/2025 Green Green Green No 5 10 5 Yes No 2/28/2027

Twin City Pipe Trades Pension Plan 41-6131800-001 4/30/2023 Green Green Green No 8 11 10 Yes No 4/30/2027

Boilermaker-Blacksmith National Pension Trust 48-6168020-001 12/31/2023 Red Green Yellow Yes 5 6 5 No No 12/31/2025

Sheet Metal Workers' National Pension Fund 52-6112463-001 12/31/2023 Green Green Yellow No 4 6 6 No No 4/30/2025

National Electrical Benefit Fund 53-0181657-001 12/31/2023 Green Green Green No 3 8 8 No No 6/30/2027

Sheet Metal Workers' Local 10 Pension Fund 41-1562581-001 12/31/2023 Green Green Green No 2 2 3 Yes No 4/30/2027

Building Trades United Pension Trust Fund Milwaukee And Vicinity 51-6049409-001 5/31/2024 Green Green Green No 2 2 2 No No 5/31/2026

Operating Engineers 825 Pension Fund 22-6033380-001 6/30/2023 Green Green Green No 2 1 1 Yes No 6/30/2026

Central Pension Fund Of The IUOE & Participating Employers 36-6052390-001 1/31/2024 Green Green Green No 2 4 3 No No 5/31/2026

United Association National Pension Fund 52-6152779-001 6/30/2023 Green Green Yellow No 2 3 4 No No 4/30/2027

Eastern NY Laborers International Local 754 13-4164083-001 6/30/2024 Green Green Green No 1 1 1 Yes No 5/31/2025

Boilermaker-Blacksmith National Pension Trust 48-6168020-001 12/31/2024 Red Red Green Yes 5 5 6 No No 9/30/2026

Total other 33 28 40

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The above-noted percentages of contributions are based upon disclosures contained in the plans’ Forms.

Those Forms, among other things, disclose the names of individual

participating employers whose annual contributions account for more than 5% of the aggregate annual amount contributed by all participating employers for a plan year.

Those Forms, among other things, disclose the names of individual participating employers whose annual contributions account for more than 5% of the aggregate annual amount contributed by all participating employers for a plan year.

Accordingly, if the annual contribution of two or more of the Company’s subsidiaries each accounted for less than 5% of such contributions, but in the aggregate accounted for in excess of 5% of such contributions, that greater percentage is not available and accordingly is not disclosed.

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The nature and diversity of the Company’s business may result in volatility in the amount of its contributions to a particular MEPP for any given period.

That is because, in any given market, the Company could be working on a significant project and/or projects, which could result in an increase in its direct labor force and a corresponding increase in its contributions to the MEPP(s) dictated by the applicable CBA.

When that particular project(s) finishes and is not replaced, the number of participants in the MEPP(s) who are employed by the Company would also decrease, as would its level of contributions to the particular MEPP(s).

When that particular project finishes and is not replaced, the number of participants in the MEPP who are employed by the Company would also decrease, as would its level of contributions to the particular MEPP.

Additionally, the amount of contributions to a particular MEPP could also be affected by the terms of the CBA, which could require, at a particular time, an increase in the contribution rate and/or surcharges.

During the year ended December 31, 2024, the Company’s contributions to various MEPP(s) did not significantly increase as a result of acquisitions.

During the year ended December 31, 2025, the Company’s contributions to various MEPPs did not significantly increase as a result of acquisitions.

The Company sponsors both funded and unfunded foreign defined benefit pension plans that cover a portion of the Company's employees, and the largest plans are closed to new participants and frozen for accrual of future service.

1 unchanged sentence

Guidance under FASB ASC Topic 715, Compensation – Retirement Benefits , requires balance sheet recognition of the overfunded or underfunded status of pension and postretirement benefit plans.

Under this guidance, actuarial gains and losses, prior service costs or credits, and any remaining transition assets or obligations that have not been recognized under previous accounting standards must be recognized in other comprehensive income (loss), net of tax effects, until they are amortized as a component of net periodic benefit cost.

Under this guidance, actuarial gains and losses, prior service costs or credits, and any remaining transition assets or obligations that have not been recognized under previous accounting standards must be recognized in accumulated other comprehensive loss, net of tax effects, until they are amortized as a component of net periodic benefit cost.

Pension and post-retirement obligation balances and related costs reflected within the consolidated balance sheets include costs directly attributable to plans dedicated to the Company.

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Plan participants' contributions 1 1

Actuarial (gain) loss ( 132 ) 284

Actuarial gain ( 18 ) ( 132 )

Benefits paid ( 100 ) ( 98 )

Settlements ( 9 ) ( 5 )

Currency impact ( 32 ) 68

Other ( 1 ) 1

Foreign currency translation adjustment 106 ( 32 )

Ending balance $ 1,436 $ 1,388

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Benefits paid ( 100 ) ( 98 )

Actual (loss) return on assets ( 58 ) 40

Actual return (loss) on assets 49 ( 58 )

Settlements ( 9 ) ( 5 )

Currency impact ( 32 ) 81

Other ( 1 ) 2

Foreign currency translation adjustment 110 ( 32 )

Ending balance $ 1,521 $ 1,466

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Net amount recognized $ 85 $ 78

Information for pension plans with accumulated benefit obligations in excess of plan assets:

PBO $ 56 $ 64

Accumulated benefit obligation 46 53

Fair value of plan assets 14 15

Information for pension plans with projected benefit obligations in excess of plan assets:

PBO $ 56 $ 69

Information for pension plans with accumulated and projected benefit obligations in excess of plan assets:

Benefit obligation $ 60 $ 56

Accumulated benefit obligation 51 46

Fair value of plan assets 16 14

The components of the net periodic pension cost (benefit) for the defined benefit pension plans are as follows:

The components of the net periodic pension cost for the defined benefit pension plans are as follows:

Service cost $ 4 $ 5

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Amortization of net loss 22 22

Cost of Settlement — 1

Net periodic pension cost (benefit) $ 25 $ ( 8 )

Settlements 1 —

Net periodic pension cost $ 23 $ 25

Major assumptions used in determining the benefit obligation and net periodic benefit cost for pension plans are presented in the following table as weighted averages:

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Except for the U.K.

pension plans, the discount rate assumptions are developed using a bond yield curve constructed from a population of high-quality, non-callable, corporate bond issues with maturities ranging from six years to nineteen years .

A discount rate is estimated for, and is based on, the durations of the underlying plans.

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Cash & cash equivalents (4)

Subtotal $ 13 $ 242 $ 1,203 $ 8 $ 1,466

Other assets & liabilities (5)

Total at December 31, 2025 $ 17 $ 257 $ 1,244 $ 3 $ 1,521

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Cash & cash equivalents (4)

Subtotal $ 19 $ 240 $ 1,383 $ 8 $ 1,650

Other assets & liabilities (5)

Total at December 31, 2024 $ 13 $ 242 $ 1,203 $ 8 $ 1,466

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(4) Represents short-term commercial paper, bonds, and other cash or cash-like investments.

(5) Represents trust receivables and payables that are not leveled.

The insurance contracts were initially valued by taking the initial purchase price for the buy-in contract and using this to assess an assumed pricing basis.

This pricing basis is then adjusted over time to reflect broad changes in insurers’ pricing

methodologies under different prevailing market conditions, using third party actuarial guidance as to typical insurer pricing based on similar transactions.

This pricing basis is then adjusted over time to reflect broad changes in insurers’ pricing methodologies under different prevailing market conditions, using third party actuarial guidance as to typical insurer pricing based on similar transactions.

The table below presents a reconciliation of the fair value of the Company’s pension assets that use significant unobservable inputs (Level 3):

December 31, 2023 $ 1,383

Purchase of insurance contracts 1,422

Return on assets ( 94 )

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$ 102 in 2026, $ 107 in 2027, $ 109 in 2028, $ 106 in 2029, $ 106 in 2030, and $ 517 from 2031 through 2035.

As of December 31, 2025 and 2024, the amount in accumulated other comprehensive loss not yet recognized as a component of net periodic pension cost was $ 534 and $ 517 , respectively, and relates primarily to the net actuarial loss.

RELATED-PARTY TRANSACTIONS

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For additional information regarding the Series B Preferred Stock Conversion, see Note 19 –"Shareholders' Equity and Redeemable Convertible Preferred Stock."

The Company entered into sales contracts with Royal Oak Enterprises, an entity indirectly controlled by the co-chair of the Company's Board of Directors, and recorded $ 0 and $ 3 in net revenues for the years ended December 31, 2024 and 2023, respectively.

From time to time, the Company also enters into other immaterial related-party transactions.

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The Company has 4,000,000 shares of Series A Preferred Stock issued and outstanding as of December 31, 2025 ("Series A Preferred Stock").

The Series A Preferred Stock will be automatically converted into shares of common stock on a one -for-one basis on the last day of 2026.

As a result of the three-for-two stock split completed in the second quarter of 2025, the Series A Preferred Stock will be convertible into 6,000,000 shares of common stock upon conversion on the last day of 2026 pursuant to the Company’s Certificate of Incorporation.

The holders of the Series A Preferred Stock are entitled to receive an annual dividend in the form of common shares or cash, at the Company’s sole option (for which the Company settled in shares subsequent to year end) based on the increase in the market price of the Company’s common stock (the "Annual Dividend Amount").

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As of December 31, 2025, an annual dividend was calculated based on the appreciation of the Company’s share price of $ 38.8096 over the highest price previously used in calculating the Annual Dividend Amount of $ 24.8713 .

The annual dividend declared as of December 31, 2024 was settled in shares and the Company iss ued 2,543,662 common shares to the holders of the Series A Preferred Stock in January 2025.

The annual dividend declared as of December 31, 2025 was settled in shares and the Company issued 15,212,810 common shares to the holders of the Series A Preferred Stock in January 2026.

As of December 31, 2024, an annual dividend was calculated based on the appreciation of the Company's share price of $ 24.8713 over the highest price previously used in calculating the Annual Dividend Amount of $ 22.6310 .

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The holders of Series A Preferred Stock are also entitled to participate in any dividends on the common shares on an if-converted basis.

In addition, if the Company pays a dividend on its common shares, the Series A Preferred Stock holders will also receive an amount equal to 20 % of the dividend which would be distributable on 141,194,638 of co mmon shares.

All such dividends on the Series A Preferred Stock will be paid at the same time as the dividends on the common shares.

Dividends are paid for the term the Series A Preferred Stock is outstanding.

Each share of Series A Preferred Stock is convertible into one common share at the option of the holder until conversion.

Every two shares of Series A Preferred Stock is convertible to three common shares at the option of the holder until conversion.

If there is more than one holder of Series A Preferred Stock, a holder of Series A Preferred Stock may exercise its rights independently of any other holder of Series A Preferred Stock.

1 unchanged sentence

The proceeds from this offering totaled approximately $ 458 , net of related expenses.

The Company used net proceeds from this offering to finance a portion of the consideration for the Elevated acquisition and for general corporate purposes.

The Company used the net proceeds from this offering to finance a portion of the consideration for the Elevated acquisition and for general corporate purposes.

Stock repurchases

During 2024, the Company's Board of Directors authorized a stock repurchase program ("SRP") to purchase up to an aggregate of $ 1,000 shares of the Company's common stock.

This stock repurchase program will expire when the authorized amount is exhausted, unless otherwise modified or terminated by the Company's Board of Directors at any time in its sole discretion.

The SRP authorizes open market, private, and accelerated share repurchase transactions.

During the year ended December 31, 2024, the Compan y repurchased 16,260,160 shares of common stock for approximately $ 600 .

During the second quarter of 2025, the Company's Board of Directors authorized a share repurchase program ("2025 SRP") to purchase up to $ 1,000 shares of the Company's common stock.

The timing, amount, and manner of any repurchases under the new repurchase program will be determined at the discretion of the Company's leadership based on a number of factors, including the availability of capital, capital allocation alternatives, and market conditions for the common stock.

The share repurchase program is open-ended and does not require the Company to acquire any specific number of shares.

It may be modified, suspended, extended, or terminated by the Company at any time without prior notice and may be executed through open-market purchases, privately negotiated transactions or otherwise, and the Company may enter into Rule 10b5-1 trading plans in connection with such repurchases.

This new authorization replaces the Company's previous share repurchase authorization announced in 2024 ("2024 SRP").

Prior to the new authorization, the Company repurchased 3,095,573 shares of common stock for approximately $ 75 under the 2024 SRP.

As of December 31, 2025, the Company had approximately $ 1,000 of authorized repurchases remaining under the 2025 SRP.

During 2022, the Company's Board of Directors authorized the Company to purchase up to an aggregate of $ 250 of shares of the Company's common stock pursuant to the stock repurchase program ("2022 SRP").

The 2022 SRP expired on February 29, 2024.

During the year ended December 31, 2023, the Company repurchased 1,626,493 shares of common stock for approximately $ 41 under the 2022 SRP.

During 2024, the Company's Board of Directors authorized the 2024 SRP to purchase up to an aggregate of $ 1,000 of shares of the Company's common stock.

During the year ended December 31, 2024, the Company repurchased 24,390,240 shares of the Company's common stock for approximately $ 600 .

Authorized Shares

During the second quarter of 2025, upon the recommendation of the Company's Board of Directors, the Company's shareholders approved an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of the Company's common stock, par value $ 0.0001 per share, from 500,000,000 to 1,000,000,000 shares.

During the second quarter of 2025, the Company executed a three-for-two stock split by issuing a stock dividend of one-half of one share of common stock for each share of common stock.

No shares of common stock were issued to the holders of the Company’s Series A Preferred Stock in connection with the stock split.

The Series A Preferred Stock will convert to 6,000,000 shares of common stock upon conversion as a result of the stock split.

The Company retained the current par value of $ 0.0001 per share for all common shares.

All references to the number of shares outstanding, issued shares, and per share amounts of the Company’s common shares have been restated to reflect the effect of the stock split for all historical periods presented in the Company’s accompanying consolidated financial statements and footnotes thereto.

Redeemable Convertible Preferred Stock

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These stock options were performance-based and vested on the consummation of the APi Acquisition.

The Company has not granted stock options since 2017.

The following table summarizes the changes in the number of common shares underlying options for the years ended December 31, 2024 and 2023 (shares in whole numbers and per share values in whole dollars):

The Company has not granted stock options since 2017 and all outstanding stock options were exercised during 2024.

The following table summarizes the changes in the number of common shares underlying options for the year ended December 31, 2024 (shares in whole numbers and per share values in whole dollars):

Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term

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Outstanding at December 31, 2024 — $ — 0.0 $ —

Exercised ( 125,000 ) 11.50

Outstanding at December 31, 2024 — $ — 0.0 $ —

Exercisable at December 31, 2024 — $ — 0.0 $ —

Restricted Stock Units

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Granted 611,529 23.87

Vested ( 702,433 ) 12.73

Forfeited ( 607,148 ) 17.43

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During the year ended December 31, 2022, the Company approved and granted MSUs with certain share-price targets.

The MSUs will vest 100 % on March 9, 2025, the third anniversary of the grant date, as the performance condition was satisfied during the year ended December 31, 2023.

The MSUs vested 100 % on March 9, 2025, the third anniversary of the grant date, as the performance condition was satisfied during the year ended December 31, 2023.

Performance Restricted

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Outstanding at December 31, 2024 512,489 $ 10.87 0.2

Vested ( 508,830 ) 10.87

Forfeited ( 3,659 ) 10.87

Outstanding at December 31, 2025 — $ — 0.0

Expected to vest at December 31, 2024 339,654 $ 16.31 0.2

For awards subject to a market condition, the grant-date fair value is estimated using a Monte Carlo valuation model.

The Company recognizes stock-based compensation expense for awards subject to market-based vesting conditions regardless of whether it becomes probable that these conditions will be achieved or not, and stock-based compensation expense for any such awards is not reversed if vesting does not actually occur.

The Monte Carlo model is based on random projections of stock price paths and must be repeated numerous times to achieve a probabilistic assessment.

Expected volatility is calculated based on the historical volatility and implied volatility of the Company's common stock, and the risk-free interest rate is based on U.S.

Treasury yield curve rates with maturities consistent with the three-year vesting period.

The key assumptions used in valuing these market-based awards were as follows:

Risk-free interest rate 1.85 %

Dividend yield —

Expected volatility 45 %

The Company recognized $ 37 and $ 29 of compensation expense during the years ended December 31, 2025 and 2024, respectively, for the RSUs, PSUs, and MSUs in total.

Total unrecognized compensation related to unvested RSUs, PSUs, and MSUs as of December 31, 2024 was approximately $ 21 , which is expected to be recognized over a weighted-average period of approximately 1.6 years, 1.1 years, and 0.2 years, respectively.

Total unrecognized compensation related to unvested RSUs and PSUs as of December 31, 2025 was approximately $ 24 , which is expected to be recognized over a weighted-average period of approximately 1.5 years and 1.0 year, respectively.

The Company's actual tax benefits realized from the tax deductions related to the vesting of RSUs was $ 11 and $ 7 during the years ended December 31, 2025 and 2024, respectively.

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The dilutive effect of outstanding Series A Preferred Stock, Series B Preferred Stock, the Series A Preferred Stock dividend, and the Series B Preferred Stock dividend is reflected in diluted EPS using the if-converted method and options, RSUs, PSUs and MSUs are reflected using the treasury stock method.

For periods of net loss, basic and diluted EPS are the same, as the

assumed exercise of Series A Preferred Stock, Series B Preferred Stock, RSUs, PSUs, MSUs, and stock options are anti-dilutive.

For periods of net loss, basic and diluted EPS are the same, as the assumed exercise of Series A Preferred Stock, Series B Preferred Stock, RSUs, PSUs, MSUs, and stock options are anti-dilutive.

(Amounts in millions, except share and per share amounts.)

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2025 2024 2023

Basic earnings (loss) per common share:

Net income $ 250 $ 153 $ 73

Less income allocable to Series A Preferred Stock — — ( 3 )

Less stock dividend attributable to Series A Preferred Stock ( 95 ) ( 270 ) —

Less income allocable to Series B Preferred Stock — — ( 3 )

Less stock dividend attributable to Series B Preferred Stock ( 7 ) ( 44 ) ( 44 )

Less stock conversion of Series B Preferred Stock ( 372 ) — —

Net (loss) income attributable to common shareholders $ ( 224 ) $ ( 161 ) $ 23

Weighted-average shares outstanding - basic 267,675,764 235,136,849 233,201,569

(Loss) income per common share - basic $ ( 0.84 ) $ ( 0.68 ) $ 0.10

Diluted earnings (loss) per common share:

Basic and diluted loss per common share:

Net income $ 302 $ 250 $ 153

Less income allocable to Series A Preferred Stock — — ( 3 )

Less stock dividend attributable to Series A Preferred Stock ( 590 ) ( 95 ) ( 270 )

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Less stock conversion of Series B Preferred Stock — ( 372 ) —

Net (loss) income attributable to common shareholders - diluted $ ( 224 ) $ ( 161 ) $ 26

Weighted-average shares outstanding - basic 267,675,764 235,136,849 233,201,569

Dilutive securities:

RSUs, warrants, and stock options — — 359,178

Shares issuable upon conversion of Series B Preferred Shares — — 32,520,000

Weighted-average shares outstanding - diluted 267,675,764 235,136,849 266,080,747

(Loss) income per common share - diluted $ ( 0.84 ) $ ( 0.68 ) $ 0.10

Net loss attributable to common shareholders $ ( 288 ) $ ( 224 ) $ ( 161 )

Weighted-average shares outstanding - basic and diluted (1)

415,709,895 401,513,646 352,705,274

Loss per common share - basic and diluted $ ( 0.69 ) $ ( 0.56 ) $ ( 0.46 )

(1) The following items were excluded from the calculation of diluted shares as their inclusion would be anti-dilutive:

For each of the years ended December 31, 2024, 2023, and 2022, 4,000,000 shares of Series A Preferred Stock, which are convertible to the same number of common shares.

For the years ended December 31, 2024 and 2023, 0 and 800,000 shares of Series B Preferred Stock which are convertible to 0 and 32,520,000 shares of common stock, respectively.

For the years ended December 31, 2024 and 2023, 0 and 125,000 stock options, respectively, to purchase the same number of common shares.

For each of the years ended December 31, 2025, 2024, and 2023, 4,000,000 shares of Series A Preferred Stock, which are convertible to 6,000,000 common shares.

For the year ended December 31, 2023, 800,000 shares of Series B Preferred Stock which were convertible to 48,780,000 shares of common stock.

For the year ended December 31, 2023, 187,500 stock options to purchase the same number of common shares.

For the years ended December 31, 2025, 2024, and 2023 , 15,212,810 , 3,815,493 , and 11,916,156 common share equivalents, respectively, which represent the dividend that the Series A Preferred Stock holders are entitled to receive.

(See additional description in Note 19 – "Shareholders' Equity and Redeemable Convertible Preferred Stock.")

For the years ended December 31, 2024 and 2023, 907,345 RSUs, 1,172,208 PSUs, 341,659 MSUs and 904,344 RSUs, 1,652,020 PSUs, 413,361 MSUs, respectively.

For the years ended December 31, 2025, 2024, and 2023, 1,389,471 RSUs and 2,029,988 PSUs;

1,361,018 RSUs, 1,758,312 PSUs, and 512,489 MSUs;

and 1,356,516 RSUs, 2,478,030 PSUs, and 620,042 MSUs, respectively.

SEGMENT INFORMATION

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Safety Services, comprised of the North American Life Safety and International Life Safety operating segments, and Specialty Services.

This structure is generally comprised of various businesses related to contracted services and maintenance of industrial and commercial facilities.

The segments have separate management and have results that are regularly reviewed by the Chief Executive Officer and President, who acts as the Company's Chief Operating Decision

Maker (“CODM”), f or the purpose of allocating resources and evaluating performance, identifying them as separate reportable segments.

The Safety Services segment focuses on end-to-end integrated occupancy systems (fire protection services, elevator and escalator, HVAC, and entry systems), including the design, installation, inspection and service of these integrated systems.

The work performed within this segment spans across industries and facilities and includes commercial, education, healthcare, high tech, industrial, and special-hazard settings in over 20 countries.

The Specialty Services segment provides a variety of infrastructure services and specialized industrial plant services, which includes maintenance and repair of critical infrastructure such as underground electric, gas, water, sewer, and telecommunications infrastructure.

This segment's services include engineering and design, fabrication, installation, maintenance service and repair, retrofitting and upgrading, pipeline infrastructure, access and road construction, supporting facilities, and performing ongoing integrity management and maintenance to customers within the energy industry.

Customers within this segment vary from private and public utilities, communications, healthcare, education, transportation, manufacturing, industrial plants, and governmental agencies throughout North America.

This structure is generally comprised of various businesses related to contracted services, inspections, and monitoring of industrial and commercial facilities.

The segments have separate management and have results that are regularly reviewed by the Chief Executive Officer and President, who acts as the Company's Chief Operating Decision Maker (“CODM”), for the purpose of allocating resources and evaluating performance, identifying them as separate reportable segments.

The Safety Services segment focuses on fire protection solutions, electronic security systems, and elevators and escalators, including the design, installation, inspection, service, and monitoring of these life safety systems.

The work performed within this segment spans across a diverse mix of end markets with a focus on high tech services, advanced manufacturing, healthcare, fulfillment and distribution centers, and critical infrastructure.

The Specialty Services segment provides a variety of specialty contracting, fabrication and distribution, and infrastructure and utility services.

The work within this segment spans across a diverse mix of end markets with a focus on critical infrastructure, high tech services, and healthcare throughout North America.

In January 2025, due to a change in the way the businesses are managed, the Company realigned its segments by moving the HVAC business from Safety Services to Specialty Services.

As a result, information for the HVAC business is combined with the Specialty Services segment within the information reviewed by the CODM.

The CODM began regularly reviewing financial information to allocate resources and assess performance utilizing these reorganized segments in January 2025.

As such, all segment-related prior period amounts in these financial statements have been recast to reflect this change as of the beginning of the earliest period presented.

The accounting policies of the reportable segments are the same as those described in Note 2 – “Significant Accounting Policies.” All intercompany transactions and balances are eliminated in consolidation.

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Corporate/other profit/(loss) (d)

Interest income/(expense) ( 146 )

Interest expense, net ( 141 )

Depreciation ( 85 )

1 unchanged sentence

Contingent consideration and compensation ( 2 )

Non-service pension expense ( 22 )

Non-service pension cost ( 19 )

Systems and business enablement ( 96 )

Business process transformation expenses ( 4 )

Acquisition related expenses ( 13 )

Loss on extinguishment of debt, net ( 1 )

Acquisition and divestiture related expenses ( 24 )

Restructuring program related costs ( 14 )

24 unchanged sentences

Corporate/other profit/(loss) (d)

Interest income/(expense) ( 145 )

Interest expense, net ( 146 )

Depreciation ( 80 )

1 unchanged sentence

Contingent consideration and compensation ( 3 )

Non-service pension benefit 12

Non-service pension cost ( 22 )

Business process transformation expenses ( 52 )

Acquisition related expenses ( 7 )

Loss on extinguishment of debt, net ( 7 )

Acquisition and divestiture related expenses ( 13 )

Restructuring program related costs ( 32 )

24 unchanged sentences

Corporate/other profit/(loss) (d)

Interest income/(expense) ( 125 )

Interest expense, net ( 145 )

Depreciation ( 79 )

2 unchanged sentences

Non-service pension benefit 12

Inventory step-up ( 9 )

Business process transformation expenses ( 30 )

Acquisition related expenses ( 121 )

Gain on extinguishment of debt, net 5

Acquisition and divestiture related expenses ( 7 )

Restructuring program related costs ( 46 )

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SUBSEQUENT EVENTS

In January 2025, due to a change in information reviewed by the CODM, the Company realigned its segments by moving the HVAC business from Safety Services to Specialty Services.

As a result, beginning in January 2025, HVAC business leadership responsibility and full accountability was transferred to report through the Specialty Services segment and information for the HVAC business is combined with the Specialty Services segment.

The CODM began regularly reviewing financial information to allocate resources and assess performance utilizing these reorganized segments in January 2025.

Further, as a result of the reallocation of goodwill between reportable segments, the Company will perform an impairment test for the impacted reporting unit pre-realignment and post-realignment, however, as the HVAC business is identified as a separate reporting unit, in all material respects, no impact is expected.

In February 2025, the Company completed its Seventh Amendment to its credit agreement, repricing the 2021 Term Loan.

The repricing reduced the applicable margin on the 2021 Term Loan by 25 basis points .

On February 2, 2026, the Company completed the acquisition of CertaSite, LLC, an inspection-first provider of fire and life safety services.

The total consideration transferred by the Company consists of approximately $ 271 cash paid at closing,

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data