What changed in this filing

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Item 1. Financial Statements

2026-07-30 compared with 2026-04-30 · 313 added, 142 removed, 784 unchanged (37% of the section changed)

6 unchanged sentences

Cash and cash equivalents $ 851 $ 912

Accounts receivable, net of allowances of $ 16 and $ 14 at March 31, 2026 and December 31, 2025, respectively

Accounts receivable, net of allowances of $ 9 and $ 14 at June 30, 2026 and December 31, 2025, respectively

Inventories 172 145

31 unchanged sentences

7,000,000 authorized shares;

4,000,000 shares issued and outstanding at March 31, 2026 and December 31, 2025

4,000,000 shares issued and outstanding at June 30, 2026 and December 31, 2025

Common stock, $ 0.0001 par value;

1,000,000,000 authorized shares at March 31, 2026 and December 31, 2025;

433,227,989 shares and 415,915,273 shares issued at March 31, 2026 and December 31, 2025, respectively (excluding 15,212,810 shares declared for stock dividend at December 31, 2025)

1,000,000,000 authorized shares at June 30, 2026 and December 31, 2025;

431,694,335 shares and 415,915,273 shares issued at June 30, 2026 and December 31, 2025, respectively (excluding 15,212,810 shares declared for stock dividend at December 31, 2025)

Additional paid-in capital 3,255 3,296

7 unchanged sentences

(In millions, except per share amounts)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net revenues $ 2,254 $ 1,990 $ 4,236 $ 3,709

4 unchanged sentences

Interest expense, net 36 37 66 75

Investment expense and other, net 2 —

Investment expense (income) and other, net 1 ( 2 ) 3 ( 2 )

Other expense, net 37 35 69 73

15 unchanged sentences

(In millions)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income $ 99 $ 77 $ 156 $ 112

Other comprehensive income:

Fair value change - derivatives, net of tax (expense) benefit of $( 8 ) and $ 4 , respectively

Fair value change - derivatives, net of tax benefit (expense) of $ 1 , $ 8 , $( 7 ), and $ 12 , respectively

( 3 ) ( 26 ) 21 ( 38 )

Pension plans, net of tax expense of $ 1 , $ 0 , $ 1 , and $ 0 , respectively

Foreign currency translation adjustment ( 23 ) 128 ( 39 ) 187

19 unchanged sentences

Balance, March 31, 2026 4,000,000 $ — 433,227,989 $ — $ 3,309 $ 574 $ ( 397 ) $ 3,486

Net income — — — — — 99 — 99

Fair value change - derivatives — — — — — — ( 3 ) ( 3 )

Foreign currency translation adjustment — — — — — — ( 23 ) ( 23 )

Pension plans — — — — — — 11 11

Share repurchases — — ( 1,586,704 ) — ( 66 ) — — ( 66 )

Share-based compensation and other, net — — 53,050 — 12 — — 12

Balance, June 30, 2026 4,000,000 $ — 431,694,335 $ — $ 3,255 $ 673 $ ( 412 ) $ 3,516

Preferred Stock Issued

14 unchanged sentences

Balance, March 31, 2025 4,000,000 $ — 415,259,934 $ — $ 3,252 $ 250 $ ( 520 ) $ 2,982

Net income — — — — — 77 — 77

Fair value change - derivatives — — — — — — ( 26 ) ( 26 )

Foreign currency translation adjustment — — — — — — 128 128

Share-based compensation and other, net — — 64,719 — 10 — — 10

Balance, June 30, 2025 4,000,000 $ — 415,324,653 $ — $ 3,262 $ 327 $ ( 418 ) $ 3,171

See notes to condensed consolidated financial statements.

2 unchanged sentences

(In millions)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

4 unchanged sentences

Restructuring charges, net of cash paid ( 4 ) ( 2 )

Deferred taxes ( 1 ) ( 1 )

Share-based compensation expense 23 21

19 unchanged sentences

Cash flows from financing activities:

Net short-term debt 280 —

Proceeds from long-term borrowings 795 —

Payments on long-term borrowings ( 303 ) ( 4 )

Payments of debt issuance costs ( 16 ) —

Repurchases of common stock ( 66 ) ( 75 )

1 unchanged sentence

Restricted shares tendered for taxes ( 38 ) ( 20 )

Net cash used in financing activities ( 42 ) ( 98 )

Net cash provided by (used in) financing activities 639 ( 101 )

Effect of foreign currency exchange rate change on cash, cash equivalents, and restricted cash ( 8 ) 28

28 unchanged sentences

The Company holds investments in joint ventures, the majority of which are accounted for under the equity method of accounting as the Company does not exercise control over the joint ventures.

The Company exercises control over one joint venture that is consolidated into the Company's financial statements and the results for that joint venture for the three months ended March 31, 2026 and 2025 were immaterial.

The Company’s share of earnings from the non-consolidated joint ventures was $ 2 and $ 3 during the three months ended March 31, 2026 and 2025, respectively.

The earnings are recorded within investment expense and other, net in the condensed consolidated statements of operations.

The investment balances were $ 6 as of March 31, 2026 and December 31, 2025 and are recorded within other assets in the condensed consolidated balance sheets.

The Company exercises control over one joint venture that is consolidated into the Company's financial statements and the results for that joint venture for the three and six months ended June 30, 2026 and 2025 were immaterial.

The Company’s share of earnings from the non-consolidated joint ventures was $ 3 and $ 5 during the three months ended June 30, 2026 and 2025, respectively, and $ 5 and $ 8 during the six months ended June 30, 2026 and 2025, respectively.

The earnings are recorded within investment expense (income) and other, net in the condensed consolidated statements of operations.

The investment balances were $ 7 and $ 6 as of June 30, 2026 and December 31, 2025, respectively, and are recorded within other assets in the condensed consolidated balance sheets.

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.

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 condensed consolidated financial statements and footnotes thereto.

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 prior to the stock split presented in the Company’s accompanying condensed consolidated financial statements and footnotes thereto.

RECENT ACCOUNTING PRONOUNCEMENTS

2 unchanged sentences

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.

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 adopted this ASU on January 1, 2026, and it did not have a material impact on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements, w hich enhances the Codification to clarify accounting guidance, correct errors and make technical corrections.

In December, 2025, the FASB issued ASU 2025-12, Codification Improvements which enhances the Codification to clarify accounting guidance, correct errors and make technical corrections.

This ASU is effective for all entities for annual and interim periods in fiscal years beginning after December 15, 2026.

12 unchanged sentences

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

The results of the CertaSite business are reported within the Company's Safety Services segment from the date of acquisition and were not material.

The results of the CertaSite business are reported within the Company's Safety Services segment from the date of acquisition.

Consideration transferred of $ 271 for CertaSite included cash paid at closing of $ 268 and cash deposited in escrow of $ 3 .

During the three months ended March 31, 2026, the Company completed four individually immaterial acquisitions for aggregate consideration transferred of $ 25 , made up of cash paid at closing of $ 19 and accrued consideration of $ 6 .

On June 8, 2026, the Company completed the acquisition of Onyx-Fire Protection Services, Inc.

("Onyx-Fire"), an inspection-first provider of fire and life safety services in Canada.

The results of the Onyx-Fire business are reported within the Company's Safety Services segment from the date of acquisition.

Consideration transferred of $ 522 for Onyx-Fire included cash paid at closing of $ 518 and cash deposited in escrow of $ 4 .

During the six months ended June 30, 2026, the Company completed seven individually immaterial acquisitions for aggregate consideration transferred of $ 47 , made up of cash paid at closing of $ 37 and accrued consideration of $ 10 .

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

CertaSite Other 2026 Acquisitions

CertaSite Onyx-Fire Other 2026 Acquisitions

Cash paid at closing $ 268 $ 518 $ 37

38 unchanged sentences

Net assets acquired $ 225

The Company has not finalized its accounting for 13 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.

The Company has not finalized its accounting for seven 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 .

For the three months ended June 30, 2026, net revenues and operating income from the Company's material acquisitions that closed over the previous twelve months were $ 36 and $ 1 , respectively.

For the six months ended June 30, 2026, net revenues and operating income from the Company's material acquisitions that closed over the previous twelve months were $ 51 and $ 1 , respectively.

Accrued consideration

5 unchanged sentences

Deferred payments are not contingent on any future performance or employment obligations and can be offset for working capital true-ups and representations and warranty items.

The total contingent compensation arrangement liability was $ 7 as of March 31, 2026 and December 31, 2025.

The maximum payout of these arrangements upon completion of the future performance periods was $ 15 , inclusive of the $ 7 , accrued as of March 31, 2026 and December 31, 2025.

The total contingent compensation arrangement liability was $ 0 and $ 7 as of June 30, 2026 and December 31, 2025, respectively.

The maximum payout of these arrangements upon completion of the future performance periods was $ 15 , inclusive of the $ 0 and $ 7 , accrued as of June 30, 2026 and December 31, 2025, respectively.

The contingent compensation liability is included in contingent consideration and compensation liabilities in the condensed consolidated balance sheets for all periods presented.

3 unchanged sentences

For additional considerations regarding the fair value of the Company's contingent consideration liabilities, see Note 7 – "Fair Value of Financial Instruments."

The total liability for deferred payments was $ 44 and $ 39 as of March 31, 2026 and December 31, 2025, respectively, and is included in contingent consideration and compensation liabilities in the condensed consolidated balance sheets for all periods presented.

The total liability for deferred payments was $ 45 and $ 39 as of June 30, 2026 and December 31, 2025, respectively, and is included in contingent consideration and compensation liabilities in the condensed consolidated balance sheets for all periods presented.

RESTRUCTURING

2 unchanged sentences

As of the second quarter of 2025, the Chubb restructuring program ended and no additional expenses have since been incurred.

The following table summarizes the Company's restructuring liabilities for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

The following table summarizes the Company's restructuring liabilities for the six months ended June 30, 2026 and 2025:

Six Months Ended June 30,

Balance at beginning of period $ 13 $ 15

Payments ( 6 ) ( 4 )

Currency translation adjustment — 1

Balance at end of period $ 7 $ 16

In addition to the costs noted above, the Company incurred no asset write-down costs for the three months ended March 31, 2026 and 2025.

The Company incurred program related costs of $ 0 and $ 2 for the three months ended March 31, 2026 and 2025, respectively.

Contracts with customers

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

Net revenues are primarily recognized by the Company over time utilizing the cost-to-cost measure of progress.

2 unchanged sentences

The Company disaggregates its net revenues primarily by segment, service type, and country from which revenues are invoiced, as the nature, timing, and uncertainty of cash flows are relatively consistent within each of these categories.

The following tables provide disclosure of disaggregated net revenues by segment for the three months ended March 31, 2026 and 2025.

The following tables provide disclosure of disaggregated net revenues by segment for the three and six months ended June 30, 2026 and 2025.

Disaggregated net revenues information is as follows:

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Services Specialty

6 unchanged sentences

Net revenues $ 1,482 $ 773 $ 2,254

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Services Specialty

6 unchanged sentences

Net revenues $ 1,362 $ 629 $ 1,990

Three Months Ended March 31, 2026

Six Months Ended June 30, 2026

Services Specialty

Services Consolidated

Life Safety $ 2,897 $ — $ 2,897

Infrastructure and Utility — 517 517

Fabrication and Distribution — 183 183

Specialty Contracting — 642 642

Corporate and Eliminations — — ( 3 )

Net revenues $ 2,897 $ 1,342 $ 4,236

Six Months Ended June 30, 2025

Services Specialty

Services Consolidated

Life Safety $ 2,629 $ — $ 2,629

Infrastructure and Utility — 441 441

Fabrication and Distribution — 169 169

Specialty Contracting — 472 472

Corporate and Eliminations — — ( 2 )

Net revenues $ 2,629 $ 1,082 $ 3,709

Three Months Ended June 30, 2026

Services Specialty

Services Corporate and

4 unchanged sentences

Net revenues $ 1,482 $ 773 $ ( 1 ) $ 2,254

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Services Specialty

5 unchanged sentences

Net revenues $ 1,362 $ 629 $ ( 1 ) $ 1,990

For in-process contracts, the aggregate amount of transaction price allocated to the unsatisfied performance obligations at March 31, 2026 was $ 3,772 .

Six Months Ended June 30, 2026

Services Specialty

Services Corporate and

Eliminations Consolidated

United States $ 1,497 $ 1,342 $ ( 3 ) $ 2,836

France 357 — — 357

Other 1,043 — — 1,043

Net revenues $ 2,897 $ 1,342 $ ( 3 ) $ 4,236

Six Months Ended June 30, 2025

Services Specialty

Services Corporate and

Eliminations Consolidated

United States $ 1,301 $ 1,082 $ ( 2 ) $ 2,381

France 333 — — 333

Other 995 — — 995

Net revenues $ 2,629 $ 1,082 $ ( 2 ) $ 3,709

For in-process contracts, the aggregate amount of transaction price allocated to the unsatisfied performance obligations at June 30, 2026 was $ 4,066 .

The Company expects to recognize revenue on approximately 81 % of the remaining performance obligations over the next twelve months .

1 unchanged sentence

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

The balances of accounts receivable, net of allowances, contract assets, and contract liabilities from contracts with customers as of March 31, 2026 and December 31, 2025 are as follows:

The balances of accounts receivable, net of allowances, contract assets, and contract liabilities from contracts with customers as of June 30, 2026 and December 31, 2025 are as follows:

allowances Contract

assets Contract

Balance at March 31, 2026 $ 1,545 $ 538 $ 773

Balance at June 30, 2026 $ 1,706 $ 630 $ 815

Balance at December 31, 2025 1,563 484 694

1 unchanged sentence

In accordance with industry practice, accounts receivable includes retentions receivable, a portion of which may not be received within one year.

At March 31, 2026 and December 31, 2025, retentions receivable were $ 180 and $ 187 , respectively, while the portions that may not be received within one year were $ 41 and $ 48 , respectively.

At June 30, 2026 and December 31, 2025, retentions receivable were $ 190 and $ 187 , respectively, while the portions that may not be received within one year were $ 45 and $ 48 , respectively.

GOODWILL AND INTANGIBLES

The following table provides disclosure of goodwill by segment as of March 31, 2026 and December 31, 2025.

The changes in the carrying amount of goodwill by reportable segment for the three months ended March 31, 2026 are as follows:

The following table provides disclosure of goodwill by segment as of June 30, 2026 and December 31, 2025.

The changes in the carrying amount of goodwill by reportable segment for the six months ended June 30, 2026 are as follows:

Services Specialty

4 unchanged sentences

( 44 ) 2 ( 42 )

Goodwill as of March 31, 2026 $ 3,084 $ 242 $ 3,326

(1) Other includes immaterial measurement period adjustments recorded during the three months ended March 31, 2026 related to acquisitions for which the measurement period was open during the three months ended March 31, 2026 (see Note 3 – "Business Combinations").

The Company’s identifiable intangible assets are comprised of the following as of March 31, 2026 and December 31, 2025:

March 31, 2026

Goodwill as of June 30, 2026 $ 3,401 $ 242 $ 3,643

(1) Other includes immaterial measurement period adjustments recorded during the six months ended June 30, 2026 related to acquisitions for which the measurement period was open during the six months ended June 30, 2026 (see Note 3 – "Business Combinations").

The Company’s identifiable intangible assets are comprised of the following as of June 30, 2026 and December 31, 2025:

June 30, 2026

Weighted Average Remaining

18 unchanged sentences

Amortization expense recognized on identifiable intangible assets is as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Cost of revenues $ 1 $ 4 $ 1 $ 7

3 unchanged sentences

GAAP defines fair value as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants.

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.

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).

10 unchanged sentences

In the condensed consolidated balance sheets, derivative instruments are primarily included in other assets and other noncurrent liabilities and contingent consideration obligations are primarily included in contingent consideration and compensation liabilities.

The following tables summarize the fair values and levels within the fair value hierarchy in which the measurements fall for assets and liabilities measured on a recurring basis as of March 31, 2026 and December 31, 2025:

Fair Value Measurements at March 31, 2026

Fair Value Measurements at June 30, 2026

Financial assets:

11 unchanged sentences

Financial liabilities:

Derivatives designated as hedge instruments:

Fair value hedges – cross-currency contracts $ — $ — $ — $ —

Net investment hedges – cross-currency contracts — — — —

Derivatives not designated as hedge instruments:

25 unchanged sentences

This fair value measurement is based on unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy.

with regard to future cash flows, probabilities of achieving such future cash flows, and a discount rate.

This analysis reflects the contractual terms of the purchase agreements (e.g., potential payment amounts, length of measurement periods, manner of calculating any amounts due) and utilizes assumptions with regard to future cash flows, probabilities of achieving such future cash flows, and a discount rate.

Depending on the contractual terms of the purchase agreement, the probabilities of achieving future cash flows or earnings generally represent the only significant unobservable inputs.

1 unchanged sentence

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:

Three Months Ended

March 31, 2026

Six Months Ended

June 30, 2026

Balance as of December 31, 2025 $ 16

Settlements ( 2 )

Adjustments to fair value ( 1 )

Balance as of March 31, 2026 $ 16

Balance as of June 30, 2026 $ 17

Number of open contingent consideration arrangements at the end of the period 11

Maximum potential payout at the end of the period $ 18

At March 31, 2026, the remaining open contingent consideration arrangements are set to expire at various dates through 2028.

At June 30, 2026, the remaining open contingent consideration arrangements are set to expire at various dates through 2028.

Level 3 unobservable inputs were used to calculate the fair value adjustments shown in the table above.

The fair value adjustments and the related unobservable inputs were not considered significant for the three months ended March 31, 2026.

The fair value adjustments and the related unobservable inputs were not considered significant for the three and six months ended June 30, 2026.

Fair value estimates

2 unchanged sentences

The interest rates of the variable interest rate long-term debt instruments are generally reset monthly, however can be set quarterly or semi-annually.

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Carrying Value Fair Value Carrying Value Fair Value

4 unchanged sentences

277 270 277 271

5.750 % Senior Notes

The Company uses foreign currency forward contracts, cross-currency swaps, and interest rate swaps to manage risks associated with foreign currency exchange rates, net investments in foreign operations, and interest rates.

9 unchanged sentences

Certain of the Company’s derivative transactions are subject to master netting arrangements that allow the Company to net settle contracts with the same counterparties.

These arrangements do not call for collateral and no cash collateral had been received or pledged related to the underlying derivatives as of March 31, 2026.

These arrangements do not call for collateral and no cash collateral had been received or pledged related to the underlying derivatives as of June 30, 2026.

The following table presents the fair value of derivative instruments:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Outstanding Gross

16 unchanged sentences

Total derivatives $ 3,905 $ 68 $ ( 1 ) $ 3,892 $ 17 $ ( 5 )

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

Amount of (income) expense recognized in income

Derivatives Location of (income) expense

recognized in the condensed consolidated statements of operations Three Months Ended March 31,

The following tables present the after tax effect of derivatives on the condensed consolidated statements of operations:

Amount of expense (income) recognized in income

Derivatives Location of expense (income)

recognized in the condensed consolidated statements of operations Three Months Ended June 30,

Cash flow hedging relationships:

Interest rate swaps Interest expense, net $ ( 1 ) $ 7

Cross currency contracts Investment expense and other, net ( 2 ) 5

Cross-currency contracts Investment expense (income) and other, net ( 1 ) 9

Cross-currency contracts Interest expense, net ( 1 ) 2

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

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

Fair value hedging relationships:

Cross currency contracts Investment expense and other, net ( 10 ) 17

Cross-currency contracts Investment expense (income) and other, net ( 6 ) 44

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

2 unchanged sentences

Not designated as hedging instruments:

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

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

Amount of expense (income) recognized in income

Derivatives Location of expense (income)

recognized in the condensed consolidated statements of operations Six Months Ended June 30,

Cash flow hedging relationships:

Interest rate swaps Interest expense, net $ ( 1 ) $ 5

Cross-currency contracts Investment expense (income) and other, net ( 3 ) 14

Cross-currency contracts Interest expense, net ( 1 ) 1

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

Fair value hedging relationships:

Cross-currency contracts Investment expense (income) and other, net ( 16 ) 61

Cross-currency contracts Interest expense, net ( 1 ) ( 1 )

Net investment hedging relationships:

Cross-currency contracts Interest expense, net ( 6 ) 2

Not designated as hedging instruments:

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

Currency Effects

The expense (income) from derivatives designed to offset foreign currency revaluation, recorded in investment expense and other, net, are offset by foreign currency transaction gains and losses, resulting in a net loss of $ 1 and $ 0 for each of the three months ended March 31, 2026 and 2025, respectively.

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

The expense (income) from derivatives designed to offset foreign currency remeasurement gains and losses, recorded in investment expense (income) and other, net were offset by foreign currency transaction gains and losses resulting in a net loss (gain) of $ 0 and $( 1 ) for the three months ended June 30, 2026 and 2025, respectively, and $ 1 and $( 1 ) for the six months ended June 30, 2026 and 2025, respectively.

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

Amount of gain (loss)

4 unchanged sentences

AOCI into income

Three Months Ended March 31, Three Months Ended March 31,

Three Months Ended June 30, Three Months Ended June 30,

Derivatives 2026 2025 2026 2025

1 unchanged sentence

Interest rate swaps $ 6 $ ( 7 ) Interest expense, net $ — $ —

Cross currency contracts 1 2 Investment expense and other, net 2 ( 5 )

Forward currency forward contracts — — Investment expense and other, net — —

Cross-currency contracts ( 2 ) — Investment expense (income) and other, net 1 ( 9 )

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

Fair value hedging relationships:

Cross currency contracts 2 — Investment expense and other, net 11 ( 13 )

Cross-currency contracts ( 2 ) 1 Investment expense (income) and other, net 5 ( 47 )

Interest expense, net — —

1 unchanged sentence

Cross-currency contracts ( 5 ) ( 20 ) Interest expense, net ( 3 ) 1

Amount of gain (loss)

recognized in other

comprehensive income Location of (gain) loss reclassified from

AOCI into income Amount of gain (loss)

reclassified from

AOCI into income

Six Months Ended

June 30, Six Months Ended

Derivatives 2026 2025 2026 2025

Cash flow hedging relationships:

Interest rate swaps $ 11 $ ( 18 ) Interest expense, net $ — $ —

Cross-currency contracts ( 1 ) 2 Investment expense (income) and other, net 3 ( 14 )

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

Fair value hedging relationships:

Cross-currency contracts — 1 Investment expense (income) and other, net 16 ( 60 )

Interest expense, net — ( 2 )

Net investment hedging relationships:

Cross-currency contracts 11 ( 23 ) Interest expense, net — —

Cash flow hedges

7 unchanged sentences

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 in January 2028.

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 March 31, 2026, 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.

As of June 30, 2026, 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 $ 2,152 .

As of March 31, 2026, the weighted average fixed rate of interest on these swaps was approximately 3.52 %.

As of June 30, 2026, the weighted average fixed rate of interest on these swaps was approximately 3.52 %.

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.

1 unchanged sentence

The Company enters into cross-currency exchange contracts utilized to hedge against the effect of exchange rate fluctuations on cash flows denominated in foreign currencies and to hedge exposures of certain intercompany loans subject to changes in foreign currency exchange rates.

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.

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.

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

7 unchanged sentences

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

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

Following the partial termination of the CAD swap, the remaining notional amount outstanding as of June 30, 2026 was $ 689 .

Subsequent to June 30, 2026, the Company rolled an existing foreign currency forward into an incremental CAD to USD cross-currency swap with a notional amount of $ 231 and a maturity date in January 2032.

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

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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 condensed consolidated balance sheets.

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 condensed consolidated balance sheets.

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

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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.

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

These forward contracts are undesignated for hedge accounting purposes.

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

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

PROPERTY AND EQUIPMENT, NET

The components of property and equipment, net as of March 31, 2026 and December 31, 2025 are as follows:

(In Years) March 31,

The components of property and equipment, net as of June 30, 2026 and December 31, 2025 are as follows:

(In Years) June 30,

2026 December 31,

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Property and equipment, net $ 429 $ 397

Depreciation expense related to property and equipment, including finance leases, was $ 21 and $ 20 during the three months ended March 31, 2026 and 2025, respectively.

Depreciation expense related to property and equipment, including finance leases, was $ 21 and $ 22 during the three months ended June 30, 2026 and 2025, respectively, and $ 42 during the six months ended June 30, 2026 and 2025.

Depreciation expense is included within cost of revenues and selling, general, and administrative expenses in the condensed consolidated statements of operations.

Debt obligations consist of the following:

Maturity Date March 31,

Maturity Date June 30,

2026 December 31,

Term loan facility

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

2021 Term Loan May 14, 2033 $ 2,152 $ 2,157

Revolving Credit Facility May 14, 2031 280 —

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October 15, 2029 277 277

5.750 % Senior Notes

June 1, 2034 500 —

Other obligations 5 5

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Term loan facility

As of March 31, 2026, 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.

As of June 30, 2026, the Company had $ 2,152 of principal outstanding under the incremental term loan (the "2021 Term Loan") with a maturity date of May 14, 2033.

During the six months ended June 30, 2026, the Company made payments of $ 5 on the term loan.

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 $ 1,000 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 March 31, 2026 and December 31, 2025, the Company had no amounts outstanding under the Revolving Credit Facility, and $ 745 was available at March 31, 2026 and December 31, 2025 after giving effect to $ 5 of outstanding letters of credit.

applicable margin by 75 basis points, and eliminated the credit spread adjustment ("CSA").

As of June 30, 2026 and December 31, 2025, the Company had $ 280 and $ 0 outstanding under the Revolving Credit Facility, and $ 714 and $ 745 was available at June 30, 2026 and December 31, 2025, respectively, after giving effect to $ 6 and $ 5 of outstanding letters of credit, respectively.

During the second quarter of 2026, the Company completed its Ninth Amendment to its credit agreement, upsizing and extending the Revolving Credit Facility, and extending the 2021 Term Loan.

The amendment increased the Revolving Credit Facility by $ 250 , from $ 750 to $ 1,000 , increased the letter of credit sublimit from $ 250 to $ 300 , extended the maturity date of the Revolving Credit Facility to May 14, 2031, and extended the maturity date of the 2021 Term Loan to May 14, 2033.

During 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") applicable to the Revolving Credit Facility.

The Company also completed its Seventh Amendment to its credit agreement, repricing the 2021 Term Loan.

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During 2024, the Company completed its Sixth Amendment to its credit agreement, refinancing the 2021 Term Loan by increasing its principal amount by approximately $ 550 , lowering the interest margin by 50 basis points, and removing the CSA.

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

As of March 31, 2026 and December 31, 2025, the Company was in compliance with all applicable debt covenants.

The Company also completed its Fifth Amendment to its credit agreement, upsizing its 2021 Term Loan by a principal amount equal to $ 300 .

As of June 30, 2026 and December 31, 2025, the Company was in compliance with all applicable debt covenants.

Swap activity

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

As of June 30, 2026, the Company had the 2026 Interest Rate Swap with $ 720 of notional value, exchanging one-month SOFR for a fixed rate of 3.59 % per annum and the 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 swapped $ 400 notional value of the term loans is 5.16 % through the maturity of the swaps.

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4.125 % Senior Notes

During 2021, the Company completed a private offering of $ 350 aggregate principal amount of 4.125 % Senior Notes (the “ 4.125 % Senior Notes”) issued under an indenture dated June 22, 2021.

During 2021, the Company completed a private offering of $ 350 aggregate principal amount of 4.125 % Senior Notes due 2029 (the “ 4.125 % Senior Notes”) issued under an indenture dated June 22, 2021.

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 March 31, 2026 was $ 337 .

The balance as of June 30, 2026 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.

The balance as of March 31, 2026 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 March 31, 2026, and December 31, 2025.

The balance as of June 30, 2026 was $ 277 .

5.750 % Senior Notes

During the second quarter of 2026, the Company completed a private offering of $ 500 aggregate principal amount of 5.750 % Senior Notes due 2034 (the " 5.750 % Senior Notes") issued under an indenture dated May 14, 2026.

The Company used the net proceeds from the offering for general corporate purposes, including funding previously announced acquisitions and related fees and expenses.

The 5.750 % 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 June 30, 2026 was $ 500 .

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 June 30, 2026 and December 31, 2025, and for the 5.750 % Senior Notes as of June 30, 2026.

Other obligations

As of March 31, 2026 and December 31, 2025, the Company had $ 5 in notes outstanding for working capital purposes and the acquisition of equipment and vehicles.

As of June 30, 2026 and December 31, 2025, the Company had $ 5 in short-term loans outstanding for working capital purposes and the acquisition of equipment and vehicles.

The Company’s quarterly income tax provision is measured using an estimate of its consolidated annual effective tax rate, adjusted in the current period for discrete income tax items, within the periods presented.

The Company’s effective tax rate was 19.9 % and 23.4 % for the three months ended March 31, 2026 and 2025, respectively.

The decrease in the effective tax rate between the periods was primarily due to the current year increase in windfall tax benefit for vested shares.

The Company’s effective tax rate was 28.0 % and 28.7 % for the three months ended June 30, 2026 and 2025, respectively, and 25.2 % and 27.1 % for the six months ended June 30, 2026, and 2025, respectively.

The decrease in the effective tax rate between the periods was primarily due to the increase in windfall tax benefit for vested shares in the current year.

The difference between the effective tax rate and the statutory U.S.

federal income tax rate of 21.0 % for the three months ended March 31, 2026 and 2025 is due to the windfall tax benefit for vested shares partially offset by nondeductible permanent items, taxes on foreign earnings in jurisdictions that have higher tax rates, and state taxes.

As of March 31, 2026, the Company’s deferred tax assets included a valuation allowance of $ 105 primarily related to certain net operating loss, capital loss, and tax credit carryforwards of the Company’s foreign subsidiaries.

The factors used to assess the likelihood of realization were the past performance of the related entities, forecasts of future taxable income, future reversals of existing taxable temporary differences, and available tax planning strategies that could be implemented to realize the deferred tax assets.

federal income tax rate of 21.0 % for the three and six months ended June 30, 2026 and 2025 is due to the windfall tax benefit for vested shares partially offset by nondeductible permanent items, taxes on foreign earnings in jurisdictions that have higher tax rates, and state taxes.

As of June 30, 2026, the Company’s deferred tax assets included a valuation allowance of $ 105 primarily related to certain net operating loss, capital loss, and tax credit carryforwards of the Company’s foreign subsidiaries.

The factors used to assess the likelihood of realization were the past performance of the related entities, forecasts of future taxable income, future reversal of existing taxable temporary differences, and available tax planning strategies that could be implemented to realize the deferred tax assets.

The ability or failure to achieve the forecasted taxable income in these entities could affect the ultimate realization of deferred tax assets.

As of March 31, 2026, the Company had gross federal, state, and foreign net operating loss carryforwards of approximately $ 1 , $ 20 , and $ 68 , respectively, foreign capital loss carryforwards of $ 216 , and foreign credit carryforwards of $ 39 .

As of June 30, 2026, the Company had gross federal, state, and foreign net operating loss carryforwards of approximately $ 1 , $ 20 , and $ 67 , respectively, foreign capital loss carryforwards of $ 217 , and foreign credit carryforwards of $ 39 .

The federal net operating losses can be carried forward indefinitely.

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The Company’s liability for unrecognized tax benefits is recorded within other noncurrent liabilities in the condensed consolidated balance sheets and recognizes interest and penalties accrued related to unrecognized tax benefits in the income tax provision in the condensed consolidated statements of operations.

As of March 31, 2026, and December 31, 2025, the total gross unrecognized tax benefits were $ 9 .

The Company accrued gross interest and penalties as of March 31, 2026 and December 31, 2025 of $ 4 .

During the three months ended March 31, 2026 and 2025, the Company recognized net interest expense of less than $ 1 for both periods.

If all of the Company’s unrecognized tax benefits as of March 31, 2026 were recognized, $ 12 would impact the Company’s effective tax rate.

As of June 30, 2026 and December 31, 2025, the total gross unrecognized tax benefits were $ 9 .

The Company accrued gross interest and penalties as of June 30, 2026 and December 31, 2025 of $ 4 .

During the three and six months ended June 30, 2026 and 2025, the Company recognized net interest expense of less than $ 1 for all periods.

If all of the Company’s unrecognized tax benefits as of June 30, 2026 were recognized, $ 12 would impact the Company’s effective tax rate.

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

federal jurisdiction, and various state, local, and foreign jurisdictions.

As of March 31, 2026, with few exceptions, neither the Company nor its subsidiaries are subject to examination prior to tax year 2015.

As of June 30, 2026, with few exceptions, neither the Company nor its subsidiaries are subject to examination prior to tax year 2015.

There are various other audits in state and foreign jurisdictions.

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

Three Months Ended March 31,

Three Months Ended June 30,

Service cost $ 1 $ 1

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Net periodic pension cost $ 6 $ 6

Six Months Ended June 30,

Service cost $ 2 $ 2

Interest cost 32 32

Expected return on plan assets ( 33 ) ( 34 )

Amortization of actuarial losses 11 11

Net periodic pension cost $ 12 $ 11

Multiemployer pension plans

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Contributions are generally based on fixed amounts per hour per employee for employees covered under these plans.

Multiemployer plan contribution rates are determined annually and assessed on a pay-as-you-go basis based on union employee payrolls.

Multiemployer plan contribution rates are determined annually and assessed on a

pay-as-you-go basis based on union employee payrolls.

Union payrolls cannot be determined for future periods because the number of union employees employed at a given time and the plans in which they participate vary depending upon the location, the number of ongoing projects, and the need for union resources in connection with those projects.

Total consolidated contributions to multiemployer plans were $ 25 and $ 21 during the three months ended March 31, 2026 and 2025, respectively.

Total consolidated contributions to multiemployer plans were $ 29 and $ 26 during the three months ended June 30, 2026 and 2025, respectively, and $ 54 and $ 47 during the six months ended June 30, 2026 and 2025, respectively.

Profit sharing plans

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not covered by collective bargaining agreements and a profit sharing plan for employees in Canada (collectively, “Profit Sharing Plans”).

The Profit Sharing Plans provide for annual discretionary contributions in amounts

based on a performance grid as determined by the Company’s directors, which may be settled in shares of the Company's common stock or in cash.

In connection with these plans, the Company recognized $ 11 and $ 9 in expense for shares distributed to eligible employees during the three months ended March 31, 2026 and 2025, respectively.

The Profit Sharing Plans provide for annual discretionary contributions in amounts based on a performance grid as determined by the Company’s directors, which may be settled in shares of the Company's common stock or in cash.

In connection with these plans, the Company recognized $ 4 and $ 5 in expense for shares distributed to eligible employees during the three months ended June 30, 2026 and 2025, respectively, and $ 15 and $ 14 in expense during the six months ended June 30, 2026 and 2025, respectively.

Employee stock purchase plan

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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.

The Company recognized $ 2 of expense during the three months ended March 31, 2026 and 2025.

The Company recognized $ 3 and $ 2 of expense during the three months ended June 30, 2026 and 2025, respectively, and $ 5 and $ 4 of expense during the six months ended June 30, 2026 and 2025, respectively.

RELATED-PARTY TRANSACTIONS

The Company incurred advisory fees of $ 1 during both the three months ended March 31, 2026 and 2025, in each case payable to Mariposa Capital, LLC, an entity owned by a co-chair of the Company’s Board of Directors.

The Company incurred advisory fees of $ 1 during both the three months ended June 30, 2026 and 2025, and $ 2 during both the six months ended June 30, 2026 and 2025, in each case payable to Mariposa Capital, LLC, an entity owned by a co-chair of the Company’s Board of Directors.

In addition, dividends for Series A Preferred Stock declared as of December 31, 2025 and December 31, 2024 were settled in 15,212,810 shares and 3,815,493 shares, respectively, issued during January 2026 and January 2025, respectively.

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Management believes that the likelihood of incurring losses materially in excess of the amounts accrued is remote.

The outstanding liability for these obligations of $ 12 and $ 13 was included in other noncurrent liabilities as of March 31, 2026 and December 31, 2025, respectively.

The outstanding liability for these obligations of $ 12 and $ 13 was included in other noncurrent liabilities as of June 30, 2026 and December 31, 2025, respectively.

SHAREHOLDERS’ EQUITY AND REDEEMABLE CONVERTIBLE PREFERRED STOCK

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Series A Preferred Stock

The Company had 4,000,000 shares of Series A Preferred Stock issued and outstanding as of March 31, 2026 ("Series A Preferred Stock").

The Company had 4,000,000 shares of Series A Preferred Stock issued and outstanding as of June 30, 2026 ("Series A Preferred Stock").

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.

Stock Repurchases

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.

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 in 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.

During the three months ended March 31, 2026, the Company did not repurchase any shares of common stock.

As of March 31, 2026, the Company had $ 1,000 of authorized repurchases remaining under the 2025 SRP.

During the six months ended June 30, 2026, the Company repurchased 1,586,704 shares of common stock for approximately $ 66 under the 2025 SRP.

As of June 30, 2026, the Company had $ 934 of authorized repurchases remaining under the 2025 SRP.

Authorized Shares

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Basic earnings per common share:

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Shares issuable pursuant to the Series A Preferred Stock dividend (2)

3,159,305 11,216,378 2,523,836 5,608,189

Weighted average shares outstanding - diluted 436,896,510 427,649,550 435,988,487 422,271,774

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For additional information regarding the stock split, see Note 15 – "Shareholders' Equity and Redeemable Convertible Preferred Stock."

(2) For the three months ended March 31, 2026, dilutive securities include common share equivalents which represent the annual dividend, payable in the form of common shares or cash at the Company's sole option, that Series A Preferred Shares would be entitled to receive assuming that the volume weighted average price of the Company’s common shares for the last ten trading days of the period would be the same average price during the last ten trading days of the calendar year.

(2) For the three and six months ended June 30, 2026 and 2025, dilutive securities include common share equivalents which represent the annual dividend, payable in the form of common shares or cash at the Company's sole option, that Series A Preferred Shares would be entitled to receive assuming that the volume weighted average price of the Company’s common shares for the last ten trading days of the period would be the same average price during the last ten trading days of the calendar year.

The holders of the Series A Preferred Stock are entitled to receive an annual dividend based on the increase in the market price of the Company’s common stock (the "Annual Dividend Amount").

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During 2026, the Annual Dividend amount was calculated based on the appreciation of the Company’s share price over the highest previously used share price of $ 38.8096 .

During 2025, the Annual Dividend amount was calculated based on the appreciation of the Company’s share price over the highest previously used share price of $ 24.8713 .

SEGMENT INFORMATION

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

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

The accounting policies of the reportable segments are the same as those described in Note 1 – “Basis of Presentation and Significant Accounting Policies.” All intercompany transactions and balances are eliminated in consolidation.

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Segment earnings is also used in the compensation of certain employees and to assess the performance of each segment by regularly comparing the results of each segment with forecasted amounts.

The CODM uses segment earnings to evaluate its performance, both internally and as compared with its peers, because it excludes certain items that may not be indicative of the Company’s core operating results for its reportable segments.

The CODM uses segment earnings to evaluate the Company's performance, both internally and as compared with its peers, because it excludes certain items that may not be indicative of the Company’s core operating results for its reportable segments.

The CODM does not review assets and capital expenditures by segment.

Summarized financial information for the Company’s reportable segments are presented and reconciled to consolidated financial information in the following tables, including a reconciliation of segment earnings to income before income taxes:

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Services Specialty

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(d) Corporate/other profit/(loss) includes amounts related to corporate functions such as administrative costs, professional fees, and other discrete items.

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Services Specialty

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(d) Corporate/other profit/(loss) includes amounts related to corporate functions such as administrative costs, professional fees, and other discrete items.

Six Months Ended June 30, 2026

Services Specialty

Services Total

Revenues from external customers $ 2,896 $ 1,340 $ 4,236

Intersegment revenues 1 2 3

Net revenues 2,897 1,342 4,239

Reconciliation of revenue:

Elimination of intersegment revenues ( 3 )

Total consolidated revenues $ 4,236

Segment cost of revenues (b)

Segment operating expenses (c)

Segment other income/expense 2 7

Depreciation 18 20

Segment earnings $ 482 $ 131 $ 613

Reconciliation of profit/(loss):

Corporate/other profit/(loss) (d)

Interest expense, net

Depreciation ( 42 )

Amortization ( 131 )

Contingent consideration and compensation 1

Non-service pension cost

Systems and business enablement

Business process transformation expenses —

Acquisition and divestiture related expenses

Restructuring program related costs —

Income before income taxes $ 209

(a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

Intersegment expenses are included within the amounts shown and amortization expense is excluded from the amounts shown.

(b) Segment cost of revenues consists of costs such as direct labor, materials, subcontract costs and indirect costs related to contract performance, adjusted for non-recurring items.

(c) Segment operating expenses consist primarily of compensation and associated costs for sales and corporate marketing, administrative expenses associated with accounting, finance, legal, information systems, leadership development, and other corporate expenses, adjusted for non-recurring items.

(d) Corporate/other profit/(loss) includes amounts related to corporate functions such as administrative costs, professional fees, and other discrete items.

Six Months Ended June 30, 2025

Services Specialty

Services Total

Revenues from external customers $ 2,628 $ 1,081 $ 3,709

Intersegment revenues 1 1 2

Net revenues 2,629 1,082 3,711

Reconciliation of revenue:

Elimination of intersegment revenues ( 2 )

Total consolidated revenues $ 3,709

Segment cost of revenues (b)

Segment operating expenses (c)

Segment other income/expense 1 9

Depreciation 18 22

Segment earnings $ 431 $ 100 $ 531

Reconciliation of profit/(loss):

Corporate/other profit/(loss) (d)

Interest expense, net

Depreciation ( 42 )

Amortization ( 119 )

Contingent consideration and compensation ( 1 )

Non-service pension cost

Systems and business enablement

Business process transformation expenses ( 4 )

Acquisition and divestiture related expenses

Restructuring program related costs ( 14 )

Income before income taxes $ 154

(a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

Intersegment expenses are included within the amounts shown and amortization expense is excluded from the amounts shown.

(b) Segment cost of revenues consists of costs such as direct labor, materials, subcontract costs and indirect costs related to contract performance, adjusted for non-recurring items.

(d) Corporate/other profit/(loss) includes amounts related to corporate functions such as administrative costs, professional fees, and other discrete items.

SUBSEQUENT EVENTS

On April 17, 2026, the Company signed a definitive agreement to acquire Wtech Fire Group (“Wtech”), a comprehensive provider of fire protection, suppression, and detection solutions across Europe.

Wtech will be acquired for approximately € 324 in cash, subject to working capital and other standard adjustments.

The transaction is expected to close in the second half of 2026, subject to customary closing conditions, including receipt of required regulatory approvals.

On April 22, 2026, the Company signed a definitive agreement to acquire Onyx-Fire Protection Services Inc.

(“Onyx-Fire”), an inspection-first provider of fire and life safety services in Canada, from funds managed by Blackstone Tactical Opportunities.

Onyx-Fire will be acquired for approximately C$ 725 in cash, subject to working capital and other standard adjustments.

The transaction is expected to close in the second quarter of 2026, subject to customary closing conditions, including receipt of required regulatory approvals.

On July 1, 2026, the Company completed the acquisition of WTech Fire Group ("WTech"), a leading provider of fire sprinkler, suppression, and detection solutions across Europe.

The total consideration transferred by the Company consists of approximately $ 394 in cash paid at closing.

In conjunction with the acquisition, the Company entered into a USD to GBP cross-currency swap for a notional amount of $ 400 with a maturity date in June 2027 to manage foreign exchange risks associated with a new intercompany loan.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms including “expect,” “anticipate,” “project,” “will,” “should,” “believe,” “intend,” “plan,” “estimate,” “potential,” “target,” “would,” and similar expressions, although not all forward-looking statements contain these identifying terms.

In some cases, you can identify forward-looking statements by terms including "expect, "anticipate," "project," "will," "should," "believe," "intend," "plan," "estimate," "potential," "target," "would," and variations of similar words and similar expressions, although not all forward-looking statements contain these identifying terms.

These forward-looking statements are based on our current expectations and assumptions and on information currently available to management and include, among others, statements regarding, as of the date such statements are made:

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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-Q

Item 1. Financial Statements