What changed in this filing

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Item 1. Financial Statements

2025-10-30 compared with 2025-07-31 · 182 added, 126 removed, 949 unchanged (25% of the section changed)

4 unchanged sentences

(In thousands, except share and per share data)

September 30,

2025 December 31,

6 unchanged sentences

Prepaid expenses and other 117,426 91,644

Assets held for sale

Total current assets 5,457,823 5,389,189

12 unchanged sentences

Operating lease liabilities, current 95,844 81,247

Liabilities held for sale

Total current liabilities 4,579,449 4,153,863

Borrowings under revolving credit facility

Operating lease liabilities, long-term 328,776 261,575

21 unchanged sentences

Three months ended

Six months ended

September 30,

Nine months ended

September 30,

2025 2024 2025 2024

6 unchanged sentences

56 227 165 670

Interest (expense) income, net

Interest income, net

1,838 8,312 3,985 21,959

11 unchanged sentences

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

$ 295,373 $ 270,263 $ 838,210 $ 714,984

Other comprehensive income (loss), net of tax:

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustments ( 4,043 ) 8,933 12,489 7,962

2 unchanged sentences

511 497 1,494 1,463

Other comprehensive income (loss) 11,696 727 17,515 ( 5 )

Other comprehensive (loss) income

( 3,532 ) 9,430 13,983 9,425

Comprehensive income

$ 291,841 $ 279,693 $ 852,193 $ 724,409

(1) Net of tax of $ 0.2 million for each of the three months ended June 30, 2025 and 2024, and net of tax of $ 0.3 million for each of the six months ended June 30, 2025 and 2024.

(1) Net of tax of $ 0.2 million for each of the three months ended September 30, 2025 and 2024, and net of tax of $ 0.5 million for each of the nine months ended September 30, 2025 and 2024.

See Notes to Consolidated Financial Statements.

3 unchanged sentences

(In thousands)(Unaudited)

Six months ended

Nine months ended

September 30,

Cash flows - operating activities:

23 unchanged sentences

Payments for contingent consideration arrangements ( 12,038 ) ( 4,427 )

Distributions to noncontrolling interests

Net cash used in financing activities ( 495,027 ) ( 455,032 )

7 unchanged sentences

(1) Includes $ 0.8 million of restricted cash classified as “Prepaid expenses and other” in the Consolidated Balance Sheet as of December 31, 2024.

(2) Includes $ 1.2 million and $ 0.9 million of restricted cash classified as “Prepaid expenses and other” in the Consolidated Balance Sheet as of June 30, 2025 and 2024, respectively.

(2) Includes $ 1.2 million of restricted cash classified as "Assets held for sale" in the Consolidated Balance Sheet as of September 30, 2025 and $ 1.3 million of restricted cash classified as “Prepaid expenses and other” in the Consolidated Balance Sheet as of September 30, 2024.

See Notes to Consolidated Financial Statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

For the three months ended June 30, 2024 and 2025

For the three months ended September 30, 2024 and 2025

(In thousands)(Unaudited)

4 unchanged sentences

stock Noncontrolling

Balance, March 31, 2024

Balance, June 30, 2024

$ 2,745,597 $ 612 $ 92,434 $ ( 85,709 ) $ 4,238,867 $ ( 1,501,644 ) $ 1,037

6 unchanged sentences

Share-based compensation expense 4,799 — 4,799 — — — —

Balance, June 30, 2024

Balance, September 30, 2024

$ 2,759,119 $ 612 $ 96,939 $ ( 76,279 ) $ 4,497,430 $ ( 1,760,620 ) $ 1,037

Balance, March 31, 2025

Balance, June 30, 2025

$ 3,053,572 $ 612 $ 97,079 $ ( 68,012 ) $ 5,298,205 $ ( 2,276,283 ) $ 1,971

295,373 — — — 295,373 — —

Other comprehensive income

Other comprehensive loss

( 3,532 ) — — ( 3,532 ) — — —

2 unchanged sentences

Repurchases of common stock (2)

11 — — — — 11 —

Distributions to noncontrolling interests

( 856 ) — — — — — ( 856 )

Share-based compensation expense 3,650 — 3,650 — — — —

Balance, June 30, 2025

Balance, September 30, 2025

$ 3,336,513 $ 612 $ 100,232 $ ( 71,544 ) $ 5,582,370 $ ( 2,276,272 ) $ 1,115

(1) Represents cumulative foreign currency translation adjustments and post-retirement liability adjustments.

(2) Represents adjustment to estimate of excise tax on net share repurchases.

Estimates of excise tax are subject to change in subsequent reporting periods, particularly if the amount of our share issuances exceed our share repurchases, thereby reducing the estimated excise tax due for the annual period.

See Notes to Consolidated Financial Statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

For the six months ended June 30, 2024 and 2025

For the nine months ended September 30, 2024 and 2025

(In thousands)(Unaudited)

7 unchanged sentences

714,984 — — — 714,984 — —

Other comprehensive loss

Other comprehensive income

9,425 — — 9,425 — — —

5 unchanged sentences

Share-based compensation expense 16,170 — 16,170 — — — —

Balance, June 30, 2024

Balance, September 30, 2024

$ 2,759,119 $ 612 $ 96,939 $ ( 76,279 ) $ 4,497,430 $ ( 1,760,620 ) $ 1,037

9 unchanged sentences

934 — — — — — 934

Distributions to noncontrolling interests

( 856 ) — — — — — ( 856 )

Share-based compensation expense 16,742 — 16,742 — — — —

Balance, June 30, 2025

Balance, September 30, 2025

$ 3,336,513 $ 612 $ 100,232 $ ( 71,544 ) $ 5,582,370 $ ( 2,276,272 ) $ 1,115

12 unchanged sentences

In our opinion, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of those of a normal recurring nature) necessary to present fairly our financial position and the results of our operations.

The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025.

The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025.

NOTE 2 - New Accounting Pronouncements

3 unchanged sentences

This ASU, which is required to be applied prospectively, is effective for fiscal years beginning after December 15, 2024, although early adoption and retrospective application is permitted.

While the adoption of this ASU will not have an impact on our financial position and/or results of operations, we are currently evaluating the impact on our income tax disclosures, including the processes and controls around the collection of this information.

While the adoption of this ASU will not have an impact on our financial position and/or results of operations, we are currently implementing the processes and controls to collect and report on the information required to be disclosed.

In November 2024, the FASB issued an ASU, which requires disaggregated disclosures, in the notes to the financial statements, about certain income statement expense line items on an interim and annual basis.

90 unchanged sentences

When the current estimate of total costs for a performance obligation indicates a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident.

Based on an evaluation of individual projects that were substantially complete in prior periods but had revisions to total estimated costs or anticipated contract value (inclusive of the settlement of previously outstanding change orders and claims) that resulted in an increase to profitability in excess of $ 1.0 million, we recognized revenue during the three and six months ended June 30, 2025 and 2024, as summarized in the following table (in thousands):

Based on an evaluation of individual projects that were substantially complete in prior periods but had revisions to total estimated costs or anticipated contract value (inclusive of the settlement of previously outstanding change orders and claims) that resulted in an increase to profitability in excess of $ 1.0 million, we recognized revenue during the three and nine months ended September 30, 2025 and 2024, as summarized in the following table (in thousands):

For the three months ended

For the six months ended

September 30,

For the nine months ended

September 30,

2025 2024 2025 2024

6 unchanged sentences

NOTE 3 - Revenue from Contracts with Customers (Continued)

Based on an evaluation of individual projects that had revisions to total estimated costs or anticipated contract value that resulted in a reduction of profitability in excess of $ 1.0 million, our operating results were negatively impacted during the three and six months ended June 30, 2025 and 2024, as summarized in the following table (in thousands):

Based on an evaluation of individual projects that had revisions to total estimated costs or anticipated contract value that resulted in a reduction of profitability in excess of $ 1.0 million, our operating results were negatively impacted during the three and nine months ended September 30, 2025 and 2024, as summarized in the following table (in thousands):

For the three months ended

For the six months ended

September 30,

For the nine months ended

September 30,

2025 2024 2025 2024

5 unchanged sentences

Our contracts are with many different customers in numerous industries.

The following tables provide further disaggregation of our revenues, by categories we use to evaluate our financial performance within each of our reportable segments, for the three and six months ended June 30, 2025 and 2024 (in thousands, except for percentages).

The following tables provide further disaggregation of our revenues, by categories we use to evaluate our financial performance within each of our reportable segments, for the three and nine months ended September 30, 2025 and 2024 (in thousands, except for percentages).

Refer to Note 14 - Segment Information of the notes to consolidated financial statements for additional information on how we disaggregate our revenues by reportable segment.

For the three months ended June 30,

For the three months ended September 30,

Total 2024 % of

20 unchanged sentences

NOTE 3 - Revenue from Contracts with Customers (Continued)

For the three months ended June 30,

For the three months ended September 30,

Total 2024 % of

16 unchanged sentences

(1) Represents those projects which generally are completed within three months or less.

For the three months ended June 30,

For the three months ended September 30,

Total 2024 % of

4 unchanged sentences

Total segment revenues $ 813,879 $ 796,923

For the three months ended June 30,

For the three months ended September 30,

Total 2024 % of

4 unchanged sentences

Total United States operations $ 4,165,341 $ 3,590,574

For the three months ended June 30,

For the three months ended September 30,

Total 2024 % of

9 unchanged sentences

NOTE 3 - Revenue from Contracts with Customers (Continued)

For the six months ended June 30,

For the nine months ended September 30,

Total 2024 % of

16 unchanged sentences

(1) Represents those projects which generally are completed within three months or less.

For the six months ended June 30,

For the nine months ended September 30,

Total 2024 % of

20 unchanged sentences

NOTE 3 - Revenue from Contracts with Customers (Continued)

For the six months ended June 30,

For the nine months ended September 30,

Total 2024 % of

4 unchanged sentences

Total segment revenues $ 2,349,761 $ 2,359,191

For the six months ended June 30,

For the nine months ended September 30,

Total 2024 % of

4 unchanged sentences

Total United States operations $ 12,097,248 $ 10,478,493

For the six months ended June 30,

For the nine months ended September 30,

Total 2024 % of

12 unchanged sentences

In addition to monitoring delinquent accounts, management reviews the credit quality of its receivables by, among other things, obtaining credit ratings of significant customers, assessing economic and market conditions, and evaluating material changes to a customer’s business, cash flows, and financial condition.

At June 30, 2025 and December 31, 2024, our allowance for credit losses was $ 27.5 million and $ 35.0 million, respectively.

At September 30, 2025 and December 31, 2024, our allowance for credit losses was $ 21.9 million and $ 35.0 million, respectively.

Allowances for credit losses are based on the best facts available and are reassessed and adjusted on a regular basis as additional information is received.

Should anticipated collections fail to materialize, or if future economic conditions compare unfavorably to our forecasts, we could experience an increase in our credit losses.

The change in the allowance for credit losses for the six months ended June 30, 2025 was as follows (in thousands):

The change in the allowance for credit losses for the nine months ended September 30, 2025 was as follows (in thousands):

Balance at December 31, 2024

1 unchanged sentence

Amounts written off against the allowance, net of recoveries ( 18,446 )

Balance at June 30, 2025

Balance at September 30, 2025

EMCOR Group, Inc.

2 unchanged sentences

NOTE 3 - Revenue from Contracts with Customers (Continued)

The decrease in our allowance for credit losses was due to the write-off of specific receivables which were previously reserved for within our United States building services segment, partially offset by the provision for credit losses recorded during the six months ended June 30, 2025, which included a $ 5.0 million increase in the allowance for credit losses within our United States industrial services segment.

Contract Assets and Contract Liabilities

10 unchanged sentences

The long-term portion of contract liabilities is included in “Other long-term obligations” in the Consolidated Balance Sheets.

Net contract liabilities in the accompanying Consolidated Balance Sheets consisted of the following amounts as of June 30, 2025 and December 31, 2024 (in thousands):

Net contract liabilities in the accompanying Consolidated Balance Sheets consisted of the following amounts as of September 30, 2025 and December 31, 2024 (in thousands):

September 30,

2025 December 31, 2024

5 unchanged sentences

Contract assets and contract liabilities increased by approximately $ 33.8 million and $ 128.3 million, respectively, as a result of acquisitions made by us in 2025.

Excluding the impact of acquisitions, net contract liabilities decreased by approximately $ 45.1 million during the six months ended June 30, 2025, as:

(a) we recognized revenue on a number of construction projects for which we were previously billed ahead and (b) we are currently underbilled on certain contracts where we anticipate invoicing as contractual milestones are achieved.

Excluding the impact of acquisitions, net contract liabilities decreased by approximately $ 27.9 million during the nine months ended September 30, 2025, as we recognized revenue on a number of construction projects for which we were previously billed ahead.

There was no significant impairment of contract assets recognized during the periods presented.

4 unchanged sentences

Transaction Price Allocated to Remaining Unsatisfied Performance Obligations

The following table presents the transaction price allocated to remaining unsatisfied performance obligations (“remaining performance obligations”) for each of our reportable segments and their respective percentages of total remaining performance obligations as of June 30, 2025 (in thousands, except for percentages):

The following table presents the transaction price allocated to remaining unsatisfied performance obligations (“remaining performance obligations”) for each of our reportable segments and their respective percentages of total remaining performance obligations as of September 30, 2025 (in thousands, except for percentages):

September 30,

2025 % of Total

7 unchanged sentences

Total operations $ 12,613,893 100 %

Our remaining performance obligations at June 30, 2025 were approximately $ 11.91 billion.

Our remaining performance obligations at September 30, 2025 were approximately $ 12.61 billion.

Remaining performance obligations increase with awards of new contracts and decrease as we perform work and recognize revenue on existing contracts.

23 unchanged sentences

Total operations $ 9,835,229 $ 2,778,664

NOTE 4 - Acquisitions of Businesses

NOTE 4 - Acquisitions and Dispositions of Businesses

Acquisitions are accounted for utilizing the acquisition method of accounting and the prices paid for them are allocated to their respective assets and liabilities based upon the estimated fair value of such assets and liabilities at the dates of their respective acquisition by us.

3 unchanged sentences

The results of operations of Miller Electric have been included within our United States electrical construction and facilities services segment.

For the period from February 3, 2025 to June 30, 2025, such acquisition contributed revenues of $ 500.4 million and operating income of $ 21.8 million, net of amortization expense attributable to identifiable intangible assets of $ 18.4 million.

For the period from February 3, 2025 to September 30, 2025, such acquisition contributed revenues of $ 794.4 million and operating income of $ 21.2 million, net of amortization expense attributable to identifiable intangible assets of $ 29.4 million.

During the first quarter of 2025, we incurred $ 9.4 million of transaction related costs in connection with this acquisition.

8 unchanged sentences

Operating lease right-of-use assets 30,345

Goodwill 317,354

Identifiable intangible assets 475,000

4 unchanged sentences

We expect $ 2.0 million to be uncollectible.

(2) Goodwill is calculated as the excess of the consideration transferred over the fair value of the net assets acquired and represents the projected future economic benefits from this strategic acquisition.

EMCOR Group, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements (Unaudited)

NOTE 4 - Acquisitions of Businesses (Continued)

NOTE 4 - Acquisitions and Dispositions of Businesses (Continued)

Accounts payable $ 68,147

8 unchanged sentences

Net assets acquired

Goodwill is calculated as the excess of the consideration transferred over the fair value of the net assets acquired and represents the future economic benefits expected from this strategic acquisition.

The following table summarizes the preliminary fair values of identifiable intangible assets (in thousands) and their estimated useful lives (in years).

7 unchanged sentences

Total identifiable intangible assets $ 475,000

In addition to Miller Electric, during the first half of 2025, we acquired three companies, for upfront consideration of $ 38.8 million, inclusive of customary working capital adjustments.

Such acquisitions include:

(a) a company in the Midwestern region of the United States that provides building automation controls and solutions to commercial, institutional, and industrial customers, (b) a company that adds capabilities to our national fire protection offerings, and (c) a provider of mechanical construction and maintenance services in the Western region of the United States.

The results of their operations have been included within our United States mechanical construction and facilities services segment.

In addition to Miller Electric, during the first nine months of 2025, we acquired five companies, for upfront consideration of $ 50.9 million, inclusive of customary working capital adjustments.

These acquisitions are comprised of:

(a) three companies that have been included in our United States mechanical construction and facilities services segment, including:

(i) a company in the Midwestern region of the United States that provides building automation controls and solutions to commercial, institutional, and industrial customers, (ii) a company that adds capabilities to our national fire protection offerings, and (iii) a provider of mechanical construction and maintenance services in the Western region of the United States, and (b) two companies that have been included in our United States building services segment, which enhance our building automation and controls or energy efficiency offerings.

In connection with these acquisitions, we acquired working capital of $ 5.0 million and other net assets of $ 2.8 million and have preliminarily ascribed $ 22.4 million to goodwill and $ 20.7 million to identifiable intangible assets.

We expect that all of the goodwill and identifiable intangible assets acquired in connection with the acquisitions we completed during the first half of 2025 will be deductible for tax purposes.

We expect that all of the goodwill and identifiable intangible assets acquired in connection with the acquisitions we completed during the first nine months of 2025 will be deductible for tax purposes.

The purchase price allocations for the businesses acquired in 2025 are preliminary and subject to change during their respective measurement periods as we finalize asset valuations and certain tax matters, among other items.

9 unchanged sentences

Notes to Consolidated Financial Statements (Unaudited)

NOTE 4 - Acquisitions and Dispositions of Businesses (Continued)

On September 22, 2025, we entered into a definitive agreement to sell EMCOR (UK) Limited and EMCOR Group (UK) plc, which collectively represent our United Kingdom building services segment.

The transaction is expected to close by the end of 2025, subject to U.K.

regulatory approval.

In connection with this pending sale, we determined that certain assets and liabilities met the criteria for classification as held for sale.

The fair value of these net assets, less the costs to sell, exceed the carrying value and therefore, no loss was recognized during the nine months ended September 30, 2025.

The following table summarizes the major classes of assets and liabilities that have been classified as held for sale in the Consolidated Balance Sheet as of September 30, 2025 (in thousands):

Accounts receivable

Contract assets 21,988

Prepaid expenses and other 6,966

Property, plant, and equipment 14,330

Operating lease right-of-use assets 3,115

Other assets 28,787

Assets held for sale

Accounts payable $ 23,406

Contract liabilities 34,341

Accrued payroll and benefits 12,472

Other accrued expenses and liabilities 50,477

Operating lease liabilities, current 1,103

Operating lease liabilities, long-term 2,445

Other long-term obligations 12,521

Liabilities held for sale

NOTE 5 - Earnings Per Share

Calculation of Basic and Diluted Earnings per Common Share

The following tables summarize our calculation of Basic and Diluted Earnings per Common Share (“EPS”) for the three and six months ended June 30, 2025 and 2024 (in thousands, except share and per share data):

The following tables summarize our calculation of Basic and Diluted Earnings per Common Share (“EPS”) for the three and nine months ended September 30, 2025 and 2024 (in thousands, except share and per share data):

For the three months ended

September 30,

$ 295,373 $ 270,263

4 unchanged sentences

Diluted earnings per common share $ 6.57 $ 5.80

For the six months ended

EMCOR Group, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 5 - Earnings Per Share (Continued)

For the nine months ended

September 30,

$ 838,210 $ 714,984

4 unchanged sentences

Diluted earnings per common share $ 18.53 $ 15.21

The number of share-based awards excluded from the computation of diluted EPS for both the three and six months ended June 30, 2025 because they would be anti-dilutive were 3,635 .

The number of share-based awards excluded from the computation of diluted EPS for the three and six months ended June 30, 2024 because they would be anti-dilutive were 5,200 and 9,399 , respectively.

EMCOR Group, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

The number of share-based awards excluded from the computation of diluted EPS for the three and nine months ended September 30, 2025 because they would be anti-dilutive were 1,000 and 1,150 , respectively.

There were no anti-dilutive share-based awards for the three months ended September 30, 2024.

The number of share-based awards excluded from the computation of diluted EPS for the nine months ended September 30, 2024 because they would be anti-dilutive were 8,950 .

NOTE 6 - Inventories

Inventories in the accompanying Consolidated Balance Sheets consisted of the following amounts as of June 30, 2025 and December 31, 2024 (in thousands):

Inventories in the accompanying Consolidated Balance Sheets consisted of the following amounts as of September 30, 2025 and December 31, 2024 (in thousands):

September 30,

2025 December 31,

3 unchanged sentences

NOTE 7 - Debt

Debt in the accompanying Consolidated Balance Sheets consisted of the following amounts as of June 30, 2025 and December 31, 2024 (in thousands):

2025 December 31,

Revolving credit facility

$ 250,000 $ —

Finance lease liabilities 6,386 6,095

Total debt $ 256,386 $ 6,095

Credit Agreement

Excluding finance lease liabilities of $ 6.2 million at September 30, 2025 and $ 6.1 million at December 31, 2024, we had no outstanding debt as of September 30, 2025 and December 31, 2024.

The current portion of our finance lease liabilities of $ 2.4 million and $ 2.2 million at September 30, 2025 and December 31, 2024, respectively, were included in “Other accrued expenses and liabilities,” and the non-current portion of our finance lease liabilities of $ 3.9 million and $ 3.8 million at September 30, 2025 and December 31, 2024, respectively, were included in “Other long-term obligations” in the accompanying Consolidated Balance Sheets.

We have a credit agreement dated December 20, 2023 (the “2023 Credit Agreement”), which provides for a $ 1.3 billion revolving credit facility (the “2023 Revolving Credit Facility”) expiring December 20, 2028 .

2 unchanged sentences

We may allocate up to $ 600.0 million of available capacity under the 2023 Revolving Credit Facility to letters of credit for our account or for the account of any of our subsidiaries.

As of June 30, 2025, we had $ 250.0 million in direct borrowings outstanding under the 2023 Revolving Credit Facility.

There were no direct borrowings outstanding under the 2023 Revolving Credit Facility as of December 31, 2024.

Outstanding letters of credit reduce the available capacity under this facility and, as of June 30, 2025 and December 31, 2024, we had $ 71.5 million and $ 71.2 million of letters of credit outstanding, respectively.

There were no direct borrowings outstanding under the 2023 Revolving Credit Facility as of September 30, 2025 and December 31, 2024.

However, outstanding letters of credit reduce the available capacity under this facility and, as of September 30, 2025 and December 31, 2024, we had $ 71.5 million and $ 71.2 million of letters of credit outstanding, respectively.

At the Company’s election, borrowings under the 2023 Revolving Credit Facility bear interest at either:

2 unchanged sentences

(a) the prime commercial lending rate announced by Bank of Montreal from time to time, (b) the federal funds effective rate, plus ½ of 1.00%, (c) Adjusted Term SOFR for a one-month tenor, plus 1.00 %, or (d) 0.00 %.

The interest rate in effect at June 30, 2025 was 5.54 %.

A commitment fee is payable on the average daily unused amount of the 2023 Revolving Credit Facility, which ranges from 0.125 % to 0.25 %, depending on the Company’s Leverage Ratio.

The fee was 0.125 % of the unused amount as of June 30, 2025 and December 31, 2024.

Fees for letters of credit issued under the 2023 Revolving Credit Facility range from 0.85 % to 1.875 % of the respective face amounts of outstanding letters of credit, depending on the nature of the letter of credit, and are computed depending on the Company’s Leverage Ratio.

EMCOR Group, Inc.

2 unchanged sentences

NOTE 7 - Debt (Continued)

A commitment fee is payable on the average daily unused amount of the 2023 Revolving Credit Facility, which ranges from 0.125 % to 0.25 %, depending on the Company’s Leverage Ratio.

The fee was 0.125 % of the unused amount as of September 30, 2025 and December 31, 2024.

Obligations under the 2023 Credit Agreement are guaranteed by most of our direct and indirect subsidiaries and are secured by substantially all of our assets.

The 2023 Credit Agreement contains customary covenants providing for, among other things, the maintenance of certain financial ratios and certain limitations on the payment of dividends, common stock repurchases, investments, acquisitions, indebtedness, and capital expenditures.

We were in compliance with all such covenants as of June 30, 2025 and December 31, 2024.

Finance Lease Liabilities

The current portion of our finance lease liabilities of $ 2.3 million and $ 2.2 million at June 30, 2025 and December 31, 2024, respectively, were included in “Other accrued expenses and liabilities,” and the non-current portion of our finance lease liabilities of $ 4.1 million and $ 3.8 million at June 30, 2025 and December 31, 2024, respectively, were included in “Other long-term obligations” in the accompanying Consolidated Balance Sheets.

We were in compliance with all such covenants as of September 30, 2025 and December 31, 2024.

NOTE 8 - Fair Value Measurements

7 unchanged sentences

Recurring Fair Value Measurements

The following tables summarize the assets and liabilities carried at fair value measured on a recurring basis as of June 30, 2025 and December 31, 2024 (in thousands):

Assets at Fair Value as of June 30, 2025

The following tables summarize the assets and liabilities carried at fair value measured on a recurring basis as of September 30, 2025 and December 31, 2024 (in thousands):

Assets at Fair Value as of September 30, 2025

Asset Category Level 1 Level 2 Level 3 Total

16 unchanged sentences

(1) Cash and cash equivalents consist of deposit accounts and money market funds with original maturity dates of three months or less, which are Level 1 assets.

At June 30, 2025 and December 31, 2024, we had $ 261.0 million and $ 1,088.0 million, respectively, in money market funds.

At September 30, 2025 and December 31, 2024, we had $ 464.6 million and $ 1,088.0 million, respectively, in money market funds.

From time to time, we have cash balances in certain of our domestic bank accounts that exceed federally insured limits.

(2) Deferred compensation plan assets are classified as “Other assets” in the Consolidated Balance Sheets.

(3) Restricted cash is classified as “Prepaid expenses and other” in the Consolidated Balance Sheets.

(3) Restricted cash is classified as “Assets held for sale” in the Consolidated Balance Sheet as of September 30, 2025 and as “Prepaid expenses and other” in the Consolidated Balance Sheet as of December 31, 2024.

Restricted cash represents cash held in account for use on customer contracts.

20 unchanged sentences

We believe that the carrying values of our financial instruments, which include accounts receivable and other financing commitments, approximate their fair values due primarily to their short-term maturities and low risk of counterparty default.

The carrying value of the debt associated with our 2023 Credit Agreement approximates its fair value due to the variable rate on such debt.

Although there were no outstanding borrowings under our 2023 Credit Agreement as of September 30, 2025 and December 31, 2024, the carrying value of any debt associated with this agreement would approximate its fair value due to the variable rate on such debt.

NOTE 9 - Income Taxes

The following table presents our income tax provision and our income tax rate for the three and six months ended June 30, 2025 and 2024 (in thousands, except percentages):

The following table presents our income tax provision and our income tax rate for the three and nine months ended September 30, 2025 and 2024 (in thousands, except percentages):

For the three months ended

For the six months ended

September 30,

For the nine months ended

September 30,

2025 2024 2025 2024

2 unchanged sentences

The difference between the U.S.

statutory tax rate of 21 % and our effective income tax rate for both the three and six months ended June 30, 2025 and 2024 was primarily a result of state and local income taxes and other permanent book-to-tax differences.

The increase in our income tax provision for the three and six months ended June 30, 2025, when compared to the three and six months ended June 30, 2024, was due to greater income before income taxes.

The decrease in our effective income tax rate for the three and six months ended June 30, 2025 as compared to the three and six months ended June 30, 2024 was primarily attributable to a decrease in the state and local effective tax rate due to changes in the mix of earnings.

As of June 30, 2025 and December 31, 2024, we had no unrecognized income tax benefits.

statutory tax rate of 21 % and our effective income tax rate for both the three and nine months ended September 30, 2025 and 2024 was primarily a result of state and local income taxes and other permanent book-to-tax differences.

The increase in our income tax provision for the three and nine months ended September 30, 2025, when compared to the three and nine months ended September 30, 2024, was primarily due to greater income before income taxes.

The 30 basis point decrease in our effective income tax rate for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 was primarily attributable to a decrease in the state and local effective tax rate due to changes in the mix of our earnings.

As of September 30, 2025 and December 31, 2024, we had no unrecognized income tax benefits.

We file a consolidated federal income tax return including all of our U.S.

5 unchanged sentences

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including accelerated bonus depreciation.

While we currently do not expect this legislation to have a material impact on our annual effective tax rate for 2025, we are evaluating the future impact of the OBBBA on our financial position and/or results of operations.

The enactment of this legislation did not have a material impact on our annual effective tax rate for 2025.

EMCOR Group, Inc.

2 unchanged sentences

NOTE 10 - Common Stock

As of June 30, 2025 and December 31, 2024, there were 44,762,776 and 45,810,125 shares of our common stock outstanding, respectively.

During the three months ended June 30, 2025 and 2024, we issued 5,106 and 12,506 shares of common stock, respectively.

During the six months ended June 30, 2025 and 2024, we issued 57,381 and 80,579 shares of common stock, respectively.

As of September 30, 2025 and December 31, 2024, there were 44,764,843 and 45,810,125 shares of our common stock outstanding, respectively.

During the three months ended September 30, 2025 and 2024, we issued 2,067 and 1,190 shares of common stock, respectively.

During the nine months ended September 30, 2025 and 2024, we issued 59,448 and 81,769 shares of common stock, respectively.

These shares were issued upon the satisfaction of required conditions under our share-based compensation plans.

4 unchanged sentences

In February 2025, our Board increased such amount by $ 500 million.

Since the inception of the repurchase program, through June 30, 2025, the Board has authorized us to repurchase up to $ 3.15 billion of our outstanding common stock.

During the six months ended June 30, 2025, we repurchased approximately 1.1 million shares of our common stock for approximately $ 423.3 million, inclusive of the applicable excise tax.

Since the inception of the repurchase program through June 30, 2025, we have repurchased approximately 28.2 million shares of our common stock for approximately $ 2.81 billion.

As of June 30, 2025, there remained authorization for us to repurchase approximately $ 336.2 million of our shares.

Since the inception of the repurchase program, through September 30, 2025, the Board has authorized us to repurchase up to $ 3.15 billion of our outstanding common stock.

During the nine months ended September 30, 2025, we repurchased approximately 1.1 million shares of our common stock for approximately $ 423.3 million, inclusive of the applicable excise tax.

Since the inception of the repurchase program through September 30, 2025, we have repurchased approximately 28.2 million shares of our common stock for approximately $ 2.81 billion.

As of September 30, 2025, there remained authorization for us to repurchase approximately $ 336.2 million of our shares.

The repurchase program has no expiration date, does not obligate the Company to acquire any particular amount of common stock, and may be suspended, recommenced, or discontinued at any time or from time to time without prior notice.

10 unchanged sentences

Components of Net Periodic Pension Income

The components of net periodic pension income of the UK Plan for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands):

The components of net periodic pension income of the UK Plan for the three and nine months ended September 30, 2025 and 2024 were as follows (in thousands):

For the three months ended

For the six months ended

September 30,

For the nine months ended

September 30,

2025 2024 2025 2024

16 unchanged sentences

We have agreed to indemnify the surety companies for amounts, if any, paid by them in respect of surety bonds issued on our behalf.

As of June 30, 2025, based on the percentage-of-completion of our projects covered by surety bonds, our aggregate estimated exposure, assuming defaults on all our then existing contractual obligations, was approximately $ 2.7 billion, which represents approximately 23 % of our total remaining performance obligations.

As of September 30, 2025, based on the percentage-of-completion of our projects covered by surety bonds, our aggregate estimated exposure, assuming defaults on all our then existing contractual obligations, was approximately $ 3.0 billion, which represents approximately 24 % of our total remaining performance obligations.

Surety bonds are sometimes provided to secure obligations for wages and benefits payable to or for certain of our employees, at the request of labor unions representing such employees.

In addition, surety bonds may be issued as collateral for certain insurance obligations.

As of June 30, 2025, we satisfied approximately $ 61.7 million of the collateral requirements of our insurance programs by utilizing surety bonds.

As of September 30, 2025, we satisfied approximately $ 61.7 million of the collateral requirements of our insurance programs by utilizing surety bonds.

We are not aware of any losses in connection with surety bonds that have been posted on our behalf, and we do not expect to incur significant losses in the foreseeable future.

Hazardous Materials

We are subject to regulation with respect to the handling or disposal of certain materials used in the performance of our services, which are classified as hazardous or toxic by federal, state, and local agencies.

We are subject to regulations with respect to the handling or disposal of certain materials used in the performance of our services, which are classified as hazardous or toxic by federal, state, and local agencies.

Our practice is to avoid participation in projects principally involving the remediation or removal of such materials.

24 unchanged sentences

Those lawsuits were thereafter assigned the status of “multi-district litigation” and consolidated in the 281st District Court, Harris County.

(“Repcon”) and EMCOR Industrial Services, Inc., indirect subsidiaries of the Company, have been named in several of the lawsuits.

(“Repcon”) and EMCOR Industrial Services, Inc.

(“EIS”), indirect subsidiaries of the Company, have been named in several of the lawsuits, and Repcon has also been subject to contractual indemnification claims.

Repcon expects to participate in mediations related to this matter.

Based on currently available information, we believe insurance will cover much or all of any amounts required to be paid by Repcon or EMCOR Industrial Services, Inc.

in connection with these lawsuits.

Based on currently available information, we believe insurance will cover much or all of any amounts required to be paid by Repcon or EIS in connection with these claims.

Insurance Liabilities

4 unchanged sentences

To the extent that the amount required to settle claims covered by insurance continues to increase, the cost of our insurance coverage, including premiums and deductibles, is likely to increase.

As of June 30, 2025 and December 31, 2024, the estimated current portion of such undiscounted insurance liabilities, included in “Other accrued expenses and liabilities” in the accompanying Consolidated Balance Sheets, were $ 68.6 million and $ 50.8 million, respectively.

The estimated non-current portion of such undiscounted insurance liabilities included in “Other long-term obligations” as of June 30, 2025 and December 31, 2024 were $ 247.4 million and $ 237.3 million, respectively.

The current portion of anticipated insurance recoveries of $ 12.0 million and $ 9.2 million as of June 30, 2025 and December 31, 2024, respectively, were included in “Prepaid expenses and other,” and the non-current portion of anticipated insurance recoveries of $ 42.0 million and $ 38.7 million as of June 30, 2025 and December 31, 2024, respectively, were included in “Other assets” in the accompanying Consolidated Balance Sheets.

As of September 30, 2025 and December 31, 2024, the estimated current portion of such undiscounted insurance liabilities, included in “Other accrued expenses and liabilities” in the accompanying Consolidated Balance Sheets, were $ 75.6 million and $ 50.8 million, respectively.

The estimated non-current portion of such undiscounted insurance liabilities included in “Other long-term obligations” as of September 30, 2025 and December 31, 2024 were $ 269.4 million and $ 237.3 million, respectively.

The current portion of anticipated insurance recoveries of $ 13.5 million and $ 9.2 million as of September 30, 2025 and December 31, 2024, respectively, were included in “Prepaid expenses and other,” and the non-current portion of anticipated insurance recoveries of $ 47.8 million and $ 38.7 million as of September 30, 2025 and December 31, 2024, respectively, were included in “Other assets” in the accompanying Consolidated Balance Sheets.

NOTE 13 - Additional Cash Flow Information

The following table presents additional cash flow information for the six months ended June 30, 2025 and 2024 (in thousands):

For the six months ended

The following table presents additional cash flow information for the nine months ended September 30, 2025 and 2024 (in thousands):

For the nine months ended

September 30,

Cash paid for:

16 unchanged sentences

Our chief operating decision maker (“CODM”) is our Chairman, President, and Chief Executive Officer.

Our CODM is responsible for assessing performance of the Company and each of our reportable segments as well as allocating resources, including personnel and capital resources.

Our CODM is responsible for assessing the performance of the Company and each of our reportable segments as well as allocating resources, including personnel and capital resources.

The measure of segment profit or loss utilized by our CODM is operating income.

1 unchanged sentence

The accounting policies of our reportable segments are the same as those applied at the consolidated financial statement level.

The following tables present the revenues and operating income for each of our reportable segments for the three and six months ended June 30, 2025 and 2024 (in thousands):

The following tables present the revenues and operating income for each of our reportable segments for the three and nine months ended September 30, 2025 and 2024 (in thousands):

For the three months ended

September 30,

Revenues from unrelated entities:

21 unchanged sentences

NOTE 14 - Segment Information (Continued)

For the six months ended

For the nine months ended

September 30,

Revenues from unrelated entities:

18 unchanged sentences

For the three months ended

September 30,

Operating income (loss):

9 unchanged sentences

Net periodic pension income

Interest (expense) income, net

( 3,240 ) 6,106

Interest income, net

Income before income taxes $ 407,590 $ 372,077

3 unchanged sentences

NOTE 14 - Segment Information (Continued)

For the six months ended

For the nine months ended

September 30,

Operating income (loss):

11 unchanged sentences

Income before income taxes $ 1,143,814 $ 978,928

The following tables provide the significant expenses that are regularly provided to and reviewed by our CODM for each of our reportable segments for the three and six months ended June 30, 2025 and 2024 (in thousands):

The following tables provide the significant expenses that are regularly provided to and reviewed by our CODM for each of our reportable segments for the three and nine months ended September 30, 2025 and 2024 (in thousands):

For the three months ended

September 30,

Cost of sales:

7 unchanged sentences

$ 3,466,216 $ 2,962,198

For the six months ended

For the nine months ended

September 30,

Cost of sales:

12 unchanged sentences

For the three months ended

September 30,

Selling, general and administrative expenses:

8 unchanged sentences

Consolidated selling, general and administrative expenses $ 429,617 $ 371,188

For the six months ended

For the nine months ended

September 30,

Selling, general and administrative expenses:

8 unchanged sentences

Consolidated selling, general and administrative expenses $ 1,252,138 $ 1,051,737

The following tables present other financial information for each of our reportable segments for the three and six months ended June 30, 2025 and 2024 (in thousands):

The following tables present other financial information for each of our reportable segments for the three and nine months ended September 30, 2025 and 2024 (in thousands):

For the three months ended

September 30,

Depreciation and amortization of property, plant, and equipment:

11 unchanged sentences

NOTE 14 - Segment Information (Continued)

For the six months ended

For the nine months ended

September 30,

Depreciation and amortization of property, plant, and equipment:

8 unchanged sentences

For the three months ended

September 30,

Amortization of identifiable intangible assets:

6 unchanged sentences

Total amortization of identifiable intangible assets $ 30,515 $ 20,147

For the six months ended

For the nine months ended

September 30,

Amortization of identifiable intangible assets:

11 unchanged sentences

For the three months ended

September 30,

Capital expenditures:

7 unchanged sentences

Total capital expenditures $ 26,657 $ 17,715

For the six months ended

For the nine months ended

September 30,

Capital expenditures:

7 unchanged sentences

Total capital expenditures $ 80,831 $ 57,244

The following table presents the total assets for each of our reportable segments as of June 30, 2025 and December 31, 2024 (in thousands):

The following table presents the total assets for each of our reportable segments as of September 30, 2025 and December 31, 2024 (in thousands):

September 30,

2025 December 31,

9 unchanged sentences

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