What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-26 compared with 2025-02-26 · 385 added, 315 removed, 1252 unchanged (36% of the section changed)

55 unchanged sentences

Selling, general and administrative expenses 1,714,446 1,420,188 1,211,233

Gain on sale of United Kingdom operations

Impairment loss on long-lived assets — — 2,350

24 unchanged sentences

2,110 3,077 1,330

Other comprehensive income (loss) 177 7,747 ( 9,889 )

Release of accumulated other comprehensive loss from sale of

United Kingdom operations

Other comprehensive income

83,611 177 7,747

Comprehensive income 1,356,428 1,007,322 641,076

18 unchanged sentences

Deferred income taxes ( 16,055 ) ( 29,115 ) ( 16,651 )

Gain on sale of United Kingdom operations

( 144,876 ) — —

Gain on sale or disposal of property, plant, and equipment ( 2,229 ) ( 1,012 ) ( 2,057 )

3 unchanged sentences

Non-cash expense for amortization of debt issuance costs 822 822 960

Non-cash expense from contingent consideration arrangements 8,892 2,287 1,610

Non-cash (income) expense from contingent consideration arrangements

( 534 ) 8,892 2,287

Non-cash expense for impairment of long-lived assets — — 2,350

3 unchanged sentences

Increase in accounts receivable ( 437,768 ) ( 311,504 ) ( 626,494 )

Decrease (increase) in inventories

(Increase) decrease in inventories

( 26,951 ) 17,982 ( 23,442 )

1 unchanged sentence

( 42,752 ) ( 13,318 ) 5,733

(Decrease) increase in accounts payable

Increase (decrease) in accounts payable

189,349 ( 15,362 ) 82,192

Increase in contract liabilities 155,596 426,628 489,728

Increase (decrease) in accrued payroll and benefits and other accrued expenses and liabilities 148,490 189,268 ( 30,025 )

Increase in accrued payroll and benefits and other accrued expenses and liabilities

141,191 148,490 189,268

Changes in other assets and liabilities, net 3,584 ( 193 ) 24,868

2 unchanged sentences

Payments for acquisitions of businesses, net of cash acquired ( 1,022,105 ) ( 228,173 ) ( 96,491 )

Net proceeds from sale of United Kingdom operations

Proceeds from sale or disposal of property, plant, and equipment 4,647 3,839 13,604

11 unchanged sentences

Payments for contingent consideration arrangements ( 12,038 ) ( 4,852 ) ( 5,839 )

Distributions to noncontrolling interests

Net cash used in financing activities ( 663,761 ) ( 555,365 ) ( 412,054 )

Effect of exchange rate changes on cash, cash equivalents, and restricted cash 6,857 ( 2,600 ) 6,372

Increase (decrease) in cash, cash equivalents, and restricted cash 550,645 332,682 ( 365,500 )

(Decrease) increase in cash, cash equivalents, and restricted cash

( 228,427 ) 550,645 332,682

Cash, cash equivalents, and restricted cash at beginning of year (1)

3 unchanged sentences

_________________

(1) Includes $ 0.8 million, $ 0.6 million, and $ 1.2 million of restricted cash classified as “Prepaid expenses and other” in the Consolidated Balance Sheets as of December 31, 2024, 2022, and 2021, respectively.

(1) Includes $ 0.8 million and $ 0.6 million of restricted cash classified as “Prepaid expenses and other” in the Consolidated Balance Sheets as of December 31, 2024 and 2022, respectively.

The accompanying notes to consolidated financial statements are an integral part of these statements.

11 unchanged sentences

Net income including noncontrolling interests 633,329 — — — 632,994 — 335

Other comprehensive loss ( 9,889 ) — — ( 9,889 ) — — —

Other comprehensive income

7,747 — — 7,747 — — —

Common stock issued under share-based compensation plans — 2 ( 2 ) — — — —

18 unchanged sentences

Tax withholding for common stock issued under share-based compensation plans ( 16,816 ) — ( 16,816 ) — — — —

Common stock issued under employee stock purchase plan 943 — 943 — — — —

Common stock dividends ( 45,023 ) — 83 — ( 45,106 ) — —

Repurchases of common stock ( 578,897 ) — — — — ( 578,897 ) —

Acquisition of noncontrolling interests 934 — — — — — 934

Distributions to noncontrolling interests ( 934 ) — — — — — ( 934 )

Share-based compensation expense 20,595 — 20,595 — — — —

1 unchanged sentence

_________________

(1) Represents cumulative foreign currency translation and post-retirement liability adjustments of $( 4.7 ) million and $( 80.8 ) million, respectively, as of December 31, 2024, $( 1.8 ) million and $( 83.9 ) million, respectively, as of December 31, 2023, and $( 8.3 ) million and $( 85.2 ) million, respectively, as of December 31, 2022.

(1) Represents cumulative foreign currency translation adjustment of $( 1.9 ) million as of December 31, 2025 and cumulative foreign currency translation and post-retirement liability adjustments of $( 4.7 ) million and $( 80.8 ) million, respectively, as of December 31, 2024, and $( 1.8 ) million and $( 83.9 ) million, respectively, as of December 31, 2023.

The accompanying notes to consolidated financial statements are an integral part of these statements.

13 unchanged sentences

For joint ventures that have been accounted for using the consolidation method of accounting, noncontrolling interests represent the allocation of earnings to our joint venture partners who either have a minority-ownership interest in the joint venture or are not the primary beneficiary of the joint venture.

The results of operations of companies acquired have been included in the results of operations from the date of the respective acquisition.

The results of operations of companies acquired have been included in our results of operations from the date of their respective acquisition by us.

On December 1, 2025, we sold our United Kingdom operations, the results of which are reported within our United Kingdom building services segment through the date of sale.

Principles of Preparation

7 unchanged sentences

We maintain a centralized cash management system whereby our excess cash balances are invested in high quality short-term money market instruments, which are considered cash equivalents.

We have cash balances in certain of our domestic bank accounts that exceed federally insured limits.

We have cash balances in certain of our bank accounts that exceed federally insured limits.

Accounts Receivable and Allowance for Credit Losses

9 unchanged sentences

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

At December 31, 2024 and 2023, our accounts receivable of $ 3,577.5 million and $ 3,203.5 million, respectively, were recorded net of allowances for credit losses of $ 35.0 million and $ 22.5 million, respectively.

At December 31, 2025 and 2024, our accounts receivable of $ 4.24 billion and $ 3.58 billion, respectively, were recorded net of allowances for credit losses of $ 22.8 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.

6 unchanged sentences

Balance at December 31, 2025

The increase in our allowance for credit losses was primarily due to a reserve taken in the first quarter of 2024 for a specific customer bankruptcy within the commercial site-based services division of our United States building services segment.

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 2025.

Inventories are stated at the lower of cost or net realizable value.

19 unchanged sentences

Impaired assets are written down to their fair values, generally determined based on their estimated future discounted cash flows.

Refer to Note 7 - Property, Plant, and Equipment of the notes to consolidated financial statements for additional information.

EMCOR Group, Inc.

15 unchanged sentences

The current portion of anticipated insurance recoveries of $ 15.5 million and $ 9.2 million as of December 31, 2025 and 2024, respectively, were included in “Prepaid expenses and other” and the non-current portion of anticipated insurance recoveries of $ 51.7 million and $ 38.7 million as of December 31, 2025 and 2024, respectively, were included in “Other assets” in the accompanying Consolidated Balance Sheets.

These balances increased from December 31, 2024 as a result greater potential exposures, including the impact of acquired companies, and an increase in certain of our deductibles or self-insured retentions.

Foreign Operations

The financial statements and transactions of our foreign subsidiaries are maintained in their functional currency and translated into U.S.

The financial statements and transactions of any foreign subsidiaries are maintained in their functional currency and translated into U.S.

dollars when preparing our consolidated financial statements.

17 unchanged sentences

Our share-based compensation plans and programs are administered by our Board of Directors or its Compensation and Personnel Committee.

See Note 13 - Share-Based Compensation Plans of the notes to consolidated financial statements for additional information regarding these share-based compensation plans and programs.

We recognize expense for all share-based payments issued to acquire goods or services based on the fair value of such payments.

1 unchanged sentence

The benefits of tax deductions in excess of recognized compensation expense are recognized in the Consolidated Statements of Operations when the underlying awards vest or are settled.

See Note 13 - Share-Based Compensation Plans of the notes to consolidated financial statements for additional information regarding our share-based compensation plans and programs.

New Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued an Accounting Standards Update (“ASU”), which expands the required disclosure for reportable segments.

This guidance requires entities to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all segment disclosures which are currently required annually.

This ASU additionally requires entities to disclose the title and position of the individual or the name of the group or committee identified as its chief operating decision-maker.

Such guidance, which is required to be applied retrospectively, is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

While the adoption of this ASU did not have an impact on our financial position and/or results of operations, we have provided the additional required disclosures within Note 18 - Segment Information of the notes to consolidated financial statements.

In December 2023, the FASB issued an ASU intended to enhance the transparency and decision-usefulness of income tax disclosures.

In December 2023, the Financial Accounting Standards Board (the “FASB”) issued an Accounting Standards Update (“ASU”) intended to enhance the transparency and decision-usefulness of income tax disclosures.

Such guidance requires entities to provide additional information within their income tax rate reconciliation, including further disclosure of federal, state, and foreign income taxes and to provide more details about these reconciling items if a quantitative threshold is met.

This guidance additionally requires expanded disclosure of income taxes paid, including amounts paid for federal, state, and foreign taxes.

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.

This ASU is effective for fiscal years beginning after December 15, 2024.

While the adoption of this ASU did not have an impact on our financial position and/or results of operations, we have provided the additional required disclosures within Note 11 - Income Taxes of the notes to consolidated financial statements.

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.

10 unchanged sentences

In determining if the collectability of consideration is probable, the Company considers the customer’s ability and intention to pay such consideration through an evaluation of several factors, including an assessment of the creditworthiness of the customer and our prior collection history with such customer.

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - REVENUE FROM CONTRACTS WITH CUSTOMERS (Continued)

(2) Identify the performance obligations in the contract

3 unchanged sentences

(a) capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and (b) distinct within the context of the contract, whereby the transfer of the good or service to the customer is separately identifiable from other promises in the contract.

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - REVENUE FROM CONTRACTS WITH CUSTOMERS (Continued)

In addition, when assessing performance obligations within a contract, the Company considers the warranty provisions included within such contract.

18 unchanged sentences

Based upon this assessment, the Company estimates the transaction price, including whether the variable consideration constraint should be applied.

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - REVENUE FROM CONTRACTS WITH CUSTOMERS (Continued)

Contract claims are another form of variable consideration which is common within our industry.

4 unchanged sentences

In the event litigation costs are incurred by us in connection with claims, such litigation costs are expensed as incurred, although we may seek to recover these costs.

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - REVENUE FROM CONTRACTS WITH CUSTOMERS (Continued)

For some transactions, the receipt of consideration does not match the timing of the transfer of goods or services to the customer.

22 unchanged sentences

Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation.

For our unit price construction contracts, progress towards complete satisfaction is measured through an output method, such as the number of units produced or delivered, when our performance does not produce significant amounts of work in process or finished goods prior to complete satisfaction of such performance obligations.

For our services contracts, revenue is also generally recognized over time as the customer simultaneously receives and consumes the benefits of our performance as we perform the service.

For our fixed price service contracts with specified service periods, revenue is generally recognized on a straight-line basis over such service period when our inputs are expended evenly and the customer receives and consumes the benefits of our performance throughout the contract term.

EMCOR Group, Inc.

2 unchanged sentences

NOTE 3 - REVENUE FROM CONTRACTS WITH CUSTOMERS (Continued)

For our services contracts, revenue is also generally recognized over time as the customer simultaneously receives and consumes the benefits of our performance as we perform the service.

The timing of revenue recognition for the manufacturing of new build heat exchangers within our United States industrial services segment depends on the payment terms of the contract, as our performance does not create an asset with an alternative use to us.

9 unchanged sentences

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 years ended December 31, 2025, 2024, and 2023 as summarized in the following table (in thousands):

2025 2024 2023

United States electrical construction and facilities services $ 2,513 $ 14,006 $ 3,350

1 unchanged sentence

Total impact $ 16,347 $ 24,557 $ 16,464

There were no significant amounts of revenue recognized during the year ended December 31, 2022 related to performance obligations satisfied in prior periods.

Included in our results for the year ended December 31, 2024 was $ 12.3 million of gross profit, recognized in the second quarter of the year, on two contracts, which are currently in process, as a result of favorable developments on certain claims.

In addition, included in our results for the year ended December 31, 2024 was $ 12.3 million of gross profit recognized on two contracts as a result of favorable developments on certain claims.

Of this amount, $ 8.4 million was reported within our United States electrical construction and facilities services segment and $ 3.9 million was reported within our United States mechanical construction and facilities services segment.

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 years ended December 31, 2025, 2024, and 2023, as summarized in the following table (in thousands):

4 unchanged sentences

Total impact $ 85,941 $ 66,319 $ 29,057

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - REVENUE FROM CONTRACTS WITH CUSTOMERS (Continued)

Disaggregation of Revenues

21 unchanged sentences

Total segment revenues $ 5,074,252 $ 3,342,927 $ 2,783,723

_________________

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

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - REVENUE FROM CONTRACTS WITH CUSTOMERS (Continued)

Total 2024 % of

18 unchanged sentences

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

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - REVENUE FROM CONTRACTS WITH CUSTOMERS (Continued)

Total 2024 % of

20 unchanged sentences

$ 16,986,422 $ 14,566,116 $ 12,582,873

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - REVENUE FROM CONTRACTS WITH CUSTOMERS (Continued)

Contract Assets and Contract Liabilities

7 unchanged sentences

As of December 31, 2025 and 2024, contract assets included unbilled revenues for unapproved change orders of approximately $ 26.2 million and $ 25.1 million, respectively.

There were no claim amounts included in contract assets as of December 31, 2024;

however, contract assets as of December 31, 2023 included $ 6.7 million associated with claims.

There were no claim amounts included in contract assets as of December 31, 2025 and 2024.

There were $ 116.1 million and $ 6.9 million of claims included within accounts receivable as of December 31, 2025 and 2024, respectively.

There were contractually billed amounts and retention related to contracts with unapproved change orders and claims of approximately $ 172.4 million and $ 157.7 million as of December 31, 2024 and 2023, respectively.

There were undisputed contractually billed amounts and retention related to contracts with unapproved change orders and claims of approximately $ 158.8 million and $ 172.4 million as of December 31, 2025 and 2024, respectively.

For contracts in claim status, contractually billed amounts will generally not be paid by the customer to us until final resolution of the related claims.

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - REVENUE FROM CONTRACTS WITH CUSTOMERS (Continued)

Contract liabilities from our construction contracts arise when amounts invoiced to our customers exceed revenues recognized under the cost-to-cost measure of progress.

9 unchanged sentences

Net contract liabilities $ ( 1,990,480 ) $ ( 1,764,275 )

Included within net contract liabilities were $ 1,691.0 million and $ 1,261.1 million of net contract liabilities on uncompleted construction projects as of December 31, 2024 and 2023, respectively, as follows (in thousands):

Included within net contract liabilities were $ 1.92 billion and $ 1.69 billion of net contract liabilities on uncompleted construction projects as of December 31, 2025 and 2024, respectively, as follows (in thousands):

December 31, 2025 December 31, 2024

4 unchanged sentences

$ ( 1,922,129 ) $ ( 1,690,994 )

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - REVENUE FROM CONTRACTS WITH CUSTOMERS (Continued)

Contract assets and contract liabilities increased by approximately $ 61.1 million and $ 188.1 million, respectively, as a result of acquisitions made by us in 2025.

Excluding the impact of acquisitions, net contract liabilities increased by approximately $ 415.2 million for the year ended December 31, 2024, primarily due to an increase in net contract liabilities on our uncompleted construction projects, partially as a result of the timing of invoicing to our customers as we continue to effectively manage our working capital.

Excluding the impact of acquisitions, net contract liabilities increased by approximately $ 99.2 million during the year ended December 31, 2025, due to an increase in net contract liabilities on our uncompleted construction projects, partially as a result of the timing of invoicing to our customers as we continue to effectively manage our working capital.

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

6 unchanged sentences

We estimate that approximately 89 % of the retainage outstanding as of December 31, 2025 will be paid during 2026.

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - REVENUE FROM CONTRACTS WITH CUSTOMERS (Continued)

Transaction Price Allocated to Remaining Unsatisfied Performance Obligations

6 unchanged sentences

United States industrial services 171,972 1 %

Total United States operations 9,916,733 98 %

United Kingdom building services 185,466 2 %

Total operations $ 13,253,664 100 %

8 unchanged sentences

However, to the extent a service contract includes a cancellation clause which allows for the termination of such contract by either party without a substantive penalty, the remaining contract term, and therefore, the amount of unrecognized revenues included within remaining performance obligations, is limited to the notice period required for the termination.

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - REVENUE FROM CONTRACTS WITH CUSTOMERS (Continued)

Our remaining performance obligations are comprised of:

8 unchanged sentences

United States industrial services 171,972 —

Total United States operations 8,015,986 1,900,747

United Kingdom building services 137,415 48,051

Total operations $ 10,811,917 $ 2,441,747

NOTE 4 - ACQUISITIONS OF BUSINESSES

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

On February 3, 2025, we completed the acquisition of Miller Electric Company (“Miller Electric”), a leading electrical contractor that operates predominantly across the Southeastern United States.

Under the terms of the transaction, we acquired 100 % of Miller Electric's capital stock for total cash consideration of approximately $ 876.8 million, inclusive of working capital and other customary adjustments.

This acquisition complements our existing electrical construction capabilities in high-growth end markets and expands our geographic presence.

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 December 31, 2025, such acquisition contributed revenues of $ 1.09 billion and operating income of $ 21.3 million, net of amortization expense attributable to identifiable intangible assets of $ 40.5 million.

In connection with this acquisition, we incurred $ 9.4 million of transaction related costs.

These expenses were included in "Selling, general and administrative expenses" in the accompanying Consolidated Statement of Operations.

The following tables summarize the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands):

Cash and cash equivalents $ 18,394

Accounts receivable (1)

Contract assets 23,120

Inventories 329

Prepaid expenses and other 7,284

Property, plant, and equipment 10,462

Operating lease right-of-use assets 30,345

Identifiable intangible assets 475,000

Other assets 302

Total assets acquired $ 1,114,367

_________________________

(1) The fair value of accounts receivable acquired was $ 222.4 million, with the gross contractual amount being $ 224.4 million.

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.

Accounts payable $ 68,147

Contract liabilities 104,595

Accrued payroll and benefits 9,838

Other accrued expenses and liabilities 22,746

Operating lease liabilities, current 2,573

Operating lease liabilities, long-term 27,771

Other long-term obligations 991

Total liabilities assumed 236,661

Noncontrolling interests

Net assets acquired

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - ACQUISITIONS AND DISPOSITIONS OF BUSINESSES (Continued)

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

Refer to Note 10 - Fair Value Measurements of the notes to consolidated financial statements for additional information on the valuation methodologies utilized to determine fair value.

Miller Electric

Fair Value Estimated

Customer relationships $ 280,000 16.0

Contract backlog 40,000 1.5

Total intangible assets subject to amortization 320,000 14.2

Trade name 155,000 Indefinite

Total identifiable intangible assets $ 475,000

In addition to Miller Electric, during 2025, we acquired nine companies, for upfront consideration of $ 182.1 million, inclusive of customary working capital adjustments.

These acquisitions are comprised of:

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

(i) two companies in the Midwestern region of the United States that provide building automation controls and solutions to commercial, institutional, and industrial customers, (ii) a company that adds capabilities to our national fire protection offerings, (iii) a provider of mechanical construction and maintenance services in the Western region of the United States, and (iv) a full service mechanical contractor in the Northeast region of the United States, and (b) four 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 $ 2.0 million and other net assets of $ 8.2 million and have preliminarily ascribed $ 67.2 million to goodwill and $ 104.7 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 2025 will be deductible for tax purposes.

The purchase price allocations for three of 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.

The finalization of these items may result in changes in the valuation of assets acquired or liabilities assumed.

During 2024, we acquired seven companies for upfront consideration of $ 231.1 million, inclusive of customary working capital adjustments.

3 unchanged sentences

(i) a provider of building automation and controls solutions in the Northeast region of the United States, (ii) a mechanical services company in the Western region of the United States, and (iii) a mechanical services company in the Eastern region of the United States, and (d) an instrumentation and electrical contractor, that has been included in our United States industrial services segment, which provides electrical, automation, digital integration, and fabrication services to various energy sector and process equipment customers.

In connection with these acquisitions, we acquired working capital of $ 29.0 million and other net assets of $ 1.1 million, and have preliminarily ascribed $ 61.9 million to goodwill and $ 139.1 million to identifiable intangible assets.

In connection with these acquisitions, we acquired working capital of $ 29.0 million and other net assets of $ 1.1 million, and have ascribed $ 61.9 million to goodwill and $ 139.1 million to identifiable intangible assets.

We expect that all of the goodwill and identifiable intangible assets acquired in connection with these 2024 acquisitions will be deductible for tax purposes.

8 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - ACQUISITIONS OF BUSINESSES (Continued)

During 2022, we acquired six companies for total consideration of $ 100.8 million.

Such acquisitions include:

(a) a company that provides electrical construction services in the Greater Boston area, the results of operations of which have been included in our United States electrical construction and facilities services segment, and (b) five companies that enhance our presence in geographies where we have existing operations, the results of operations of which were de minimis, consisting of:

(i) two companies that provide fire protection services in the Northeastern and Southern regions of the United States, respectively, and that have been included within our United States mechanical construction and facilities services segment, (ii) two companies that specialize in either building automation and controls or mechanical services in the Southwestern and Southern regions of the United States, respectively, and that have been included within our United States building services segment, and (iii) a company that provides electrical construction services in the Midwestern region of the United States and that has been included within our United States electrical construction and facilities services segment.

In connection with these acquisitions, we acquired working capital of $ 7.1 million and other net liabilities of $ 1.1 million, and have ascribed $ 28.9 million to goodwill and $ 65.9 million to identifiable intangible assets.

We expect that all of the goodwill and identifiable intangible assets acquired in connection with these 2022 acquisitions will be deductible for tax purposes.

The purchase price allocations for the businesses acquired in 2024 are preliminary and subject to change during their respective measurement periods.

As we finalize such purchase price allocations, adjustments may be recorded relating to finalization of intangible asset valuations, tax matters, or other items.

Although not expected to be significant, such adjustments may result in changes in the valuation of assets and liabilities acquired.

NOTE 4 - ACQUISITIONS AND DISPOSITIONS OF BUSINESSES (Continued)

The purchase price allocations for the businesses acquired in 2024 and 2023 have been finalized during their respective measurement periods with an insignificant impact.

On December 1, 2025, we completed the sale of EMCOR (UK) Limited and EMCOR Group (UK) plc, which collectively represented our United Kingdom building services segment, for net proceeds of approximately $ 256.6 million.

Such sale resulted in a pre-tax gain of $ 144.9 million, inclusive of the reclassification of $ 73.5 million from accumulated other comprehensive loss.

Given the size of our United Kingdom operations, this transaction did not represent a strategic shift that had a major effect on the Company’s operations and financial results and, therefore, is not presented as discontinued operations.

In connection with this sale, we incurred $ 10.7 million of transaction related costs.

These expenses were included in "Selling, general and administrative expenses" in the accompanying Consolidated Statement of Operations.

NOTE 5 - EARNINGS PER SHARE

16 unchanged sentences

Inventories $ 126,252 $ 95,667

The increase in inventories as of December 31, 2025, compared to December 31, 2024, was a result of advanced purchases of materials and equipment for use on specific construction projects in an effort to mitigate the impact of long lead times .

EMCOR Group, Inc.

19 unchanged sentences

In connection with our acquisition of businesses, we have recorded goodwill, which represents the excess of the consideration transferred over the fair value of the net tangible and identifiable intangible assets acquired.

Our goodwill balance at December 31, 2024 and 2023 was $ 1,018.4 million and $ 956.5 million, respectively, with goodwill attributable to companies acquired in 2024 and 2023 valued at $ 61.9 million and $ 37.4 million, respectively.

Our goodwill balance at December 31, 2025 and 2024 was $ 1.41 billion and $ 1.02 billion, respectively, with goodwill attributable to companies acquired in 2025 and 2024 valued at $ 394.0 million and $ 61.9 million, respectively.

Goodwill is not amortized but instead allocated to its respective reporting unit and evaluated for impairment annually, or more frequently if events or circumstances indicate that the carrying amount of goodwill may be impaired.

34 unchanged sentences

Balance at December 31, 2023

$ 178,013 $ 318,353 $ 346,095 $ 114,088 $ 956,549

Acquisitions 13,739 26,111 12,210 9,806 61,866

Intersegment transfers — ( 1,500 ) 1,500 — —

Balance at December 31, 2024

191,752 344,464 358,305 123,894 1,018,415

Acquisitions 326,810 58,022 9,167 — 393,999

Balance at December 31, 2025

$ 518,562 $ 402,486 $ 367,472 $ 123,894 $ 1,412,414

The aggregate goodwill balance as of December 31, 2023 included $ 493.6 million of accumulated impairment charges, which were comprised of $ 139.5 million within our United States building services segment and $ 354.1 million within our United States industrial services segment.

Identifiable Intangible Assets and Other Long-Lived Assets

Our identifiable intangible assets, arising out of the acquisition of businesses, include customer relationships, subsidiary trade names, developed technology/vendor network, and contract backlog, all of which are subject to amortization.

Our identifiable intangible assets, arising out of the acquisition of businesses, include customer relationships, subsidiary trade names, contract backlog, and developed technology/vendor network, all of which are subject to amortization.

In addition, our identifiable intangible assets include certain other subsidiary trade names, which are indefinite-lived and therefore not subject to amortization.

22 unchanged sentences

Trade names (indefinite-lived) 503,071 — ( 58,933 ) 444,138

Contract backlog 147,595 ( 123,164 ) — 24,431

Developed technology/Vendor network 95,661 ( 87,888 ) — 7,773

Trade names (finite-lived) 40,491 ( 33,460 ) — 7,031

Contract backlog 96,045 ( 93,460 ) — 2,585

Total $ 2,042,097 $ ( 869,502 ) $ ( 63,767 ) $ 1,108,828

4 unchanged sentences

Trade names (indefinite-lived) 330,271 — ( 58,933 ) 271,338

Contract backlog 96,045 ( 93,460 ) — 2,585

Developed technology/Vendor network 95,661 ( 83,338 ) — 12,323

Trade names (finite-lived) 38,491 ( 30,026 ) — 8,465

Contract backlog 84,845 ( 84,553 ) — 292

Total $ 1,462,684 $ ( 750,737 ) $ ( 63,767 ) $ 648,180

Identifiable intangible assets attributable to businesses acquired in 2025 and 2024 have been valued at $ 579.7 million and $ 139.1 million, respectively, and consist of customer relationships, trade names, and contract backlog.

See Note 4 - Acquisitions of Businesses of the notes to consolidated financial statements for additional information with respect to acquisitions.

See Note 4 - Acquisitions and Dispositions of Businesses of the notes to consolidated financial statements for additional information with respect to acquisitions.

Identifiable intangible assets are amortized in a manner that best approximates the pattern in which the economic benefits of such assets are consumed, which is generally on a straight-line basis.

The weighted average amortization periods for the unamortized balances remaining are, in the aggregate, approximately 10.50 years, which are comprised of the following:

8.25 years for customer relationships, 4.50 years for trade names, 2.75 years for developed technology/vendor network, and 0.75 years for contract backlog.

11.00 years for customer relationships, 4.50 years for trade names, 0.75 years for contract backlog, and 1.75 years for developed technology/vendor network.

Amortization expense related to identifiable intangible assets with finite lives was $ 119.1 million, $ 77.0 million, and $ 67.1 million for the years ended December 31, 2025, 2024, and 2023, respectively.

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(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 %.

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 December 31, 2025 and 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 9 - 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 December 31, 2024 and 2023.

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.

17 unchanged sentences

75,627 — — 75,627

Restricted cash (3)

Total $ 1,187,595 $ — $ — $ 1,187,595

_________________

(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 December 31, 2024, we had $ 1,088.0 million 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.

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

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - FAIR VALUE MEASUREMENTS (Continued)

Assets at Fair Value as of December 31, 2024

4 unchanged sentences

61,242 — — 61,242

Restricted cash (3)

Total $ 1,401,637 $ — $ — $ 1,401,637

1 unchanged sentence

(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 December 31, 2023, we had $ 497.3 million in money market funds.

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

At December 31, 2025 and 2024 , we had $ 870.5 million and $ 1.09 billion, respectively, in money market funds.

From time to time, we have cash balances in certain of our 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 Sheet.

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

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - FAIR VALUE MEASUREMENTS (Continued)

Nonrecurring Fair Value Measurements

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Such assets are measured at fair value at the time of acquisition based on valuation techniques that appropriately represent the methods which would be used by other market participants in determining fair value.

We determine the fair value of our trade name intangible assets by utilizing the relief from royalty payments methodology.

This approach involves two steps:

(a) estimating a reasonable royalty rate for the trade name and (b) applying this royalty rate to a net revenue stream and discounting the resulting cash flows to determine fair value.

Key assumptions under this method are future revenues, royalty rate, and discount rate.

The fair value of our intangible assets related to contract backlog and customer relationships is determined using the multi-period excess earnings method.

Key assumptions in the valuation of customer relationship intangible assets are revenue growth, operating margin, customer attrition rate, and discount rate.

Backlog intangible assets are based on future revenue from contracts already awarded at the time of acquisition.

Key assumptions in the valuation of backlog intangible assets include operating margin and discount rate.

Other assumptions utilized in these valuation techniques include tax rate and contributory asset charges.

In addition, goodwill, intangible assets, and certain other long-lived assets are tested for impairment using similar valuation methodologies to determine the fair value of such assets.

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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.

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

Although there were no outstanding borrowings under our 2023 Credit Agreement as of December 31, 2025 and 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 11 - INCOME TAXES

4 unchanged sentences

$ 1,721,624 $ 1,377,382 $ 872,853

Foreign income for each of the years ended December 31, 2024, 2023, and 2022 was predominantly earned in the United Kingdom.

Foreign income for each of the years presented was earned in the United Kingdom.

The income tax provision for the years ended December 31, 2025, 2024, and 2023 consisted of the following (in thousands):

5 unchanged sentences

464,862 399,352 256,175

Deferred (benefit) provision ( 29,115 ) ( 16,651 ) 10,483

Deferred provision (benefit):

Federal $ ( 11,596 ) $ ( 24,024 ) $ ( 13,764 )

State and local ( 5,604 ) ( 6,483 ) ( 3,190 )

Foreign 1,145 1,392 303

( 16,055 ) ( 29,115 ) ( 16,651 )

Income tax provision

$ 448,807 $ 370,237 $ 239,524

EMCOR Group, Inc.

3 unchanged sentences

For the year ended December 31, 2025, our income tax provision was $ 448.8 million compared to $ 370.2 million for the year ended December 31, 2024 and $ 239.5 million for the year ended December 31, 2023.

The increase in the income tax provision year-over-year was primarily due to increased income before income taxes.

The increase in the income tax provision year-over-year was primarily due to increased income before income taxes, including a $ 144.9 million pre-tax gain on the sale of our United Kingdom operations, which resulted in $ 25.1 million of income taxes.

The income tax rates on income before income taxes for the years ended December 31, 2025, 2024, and 2023 were 26.1 %, 26.9 %, and 27.5 %, respectively.

Items accounting for the differences between income taxes computed at the federal statutory rate and the income tax provision for the years ended December 31, 2024, 2023, and 2022 were as follows (in thousands):

Items accounting for the differences between income taxes computed at the federal statutory rate and the income tax provision for the years ended December 31, 2025, 2024, and 2023 were as follows (in thousands, except for percentages):

2025 2024 2023

Federal income taxes at the statutory rate $ 289,250 $ 183,230 $ 117,338

State and local income taxes, net of federal tax benefits 69,202 46,752 29,519

Permanent differences 12,221 9,513 5,261

Foreign income taxes (including UK statutory rate changes) 1,032 640 ( 155 )

Other ( 1,468 ) ( 611 ) 665

federal statutory tax rate $ 361,541 21.0 % $ 289,250 21.0 % $ 183,230 21.0 %

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

75,588 4.4 % 69,202 5.0 % 46,752 5.4 %

As of December 31, 2024, we had undistributed foreign earnings from certain foreign subsidiaries of approximately $ 188.3 million.

Based on our evaluation, and given that a significant portion of such earnings were subject to tax in prior periods, or are indefinitely reinvested, we have concluded that any taxes associated with the repatriation of such foreign earnings would be immaterial.

As of December 31, 2024, the amount of cash held by these foreign subsidiaries was approximately $ 143.5 million which, if repatriated, should not result in any material federal or state income taxes.

Foreign tax effects (2)

1,092 0.1 % 1,032 0.1 % 640 0.1 %

Effect of cross-border tax laws:

Global intangible low-taxed income (3)

22,088 1.3 % — — % — — %

Subpart F income inclusion

3,054 0.2 % — — % — — %

Nontaxable or nondeductible items:

Reversal of book gain on sale of United Kingdom operations

( 30,424 ) ( 1.8 ) % — — % — — %

Other permanent differences

17,122 1.0 % 12,221 0.9 % 9,513 1.1 %

Other adjustments ( 1,254 ) ( 0.1 ) % ( 1,468 ) ( 0.1 ) % ( 611 ) ( 0.1 ) %

Effective tax rate $ 448,807 26.1 % $ 370,237 26.9 % $ 239,524 27.5 %

_________________

(1) For the years ended December 31, 2025, 2024, and 2023, the jurisdictions making up the majority of state and local income taxes were:

California, Virginia, Indiana, Oregon, New York, Georgia, and Massachusetts.

California, Virginia, New Jersey, New York, New York City, Georgia, and Oregon.

California, New York, New York City, Indiana, Oregon, Illinois, Pennsylvania, and Virginia.

(2) Represents the statutory rate difference between the United Kingdom and United States.

(3) The Company’s policy is to recognize the minimum tax on global intangible low-taxed income as an expense in the period incurred.

Income taxes paid (net of refunds received) for the years ended December 31, 2025, 2024, and 2023 were as follows (in thousands):

2025 2024 2023

Federal $ 358,800 $ 306,300 $ 167,600

State and local

119,404 97,681 55,981

Foreign 5,220 5,381 6,915

$ 483,424 $ 409,362 $ 230,496

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

6 unchanged sentences

however, we anticipate that the expanded provisions of Section 162(m) will result in an increase in our effective income tax rate for years beginning after December 31, 2026.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”) was signed into law.

For tax years beginning after December 31, 2022, the Inflation Reduction Act creates a 15% corporate alternative minimum tax on profits of corporations whose average annual adjusted financial statement income exceeds $1.0 billion for any consecutive three-tax-year period preceding the then current tax year.

Based on our average annual income for the preceding three years, which was below the aforementioned $1.0 billion threshold, as well as the fact that our effective federal income tax rate is in excess of the 15% alternative minimum tax rate, this alternative minimum tax did not have an impact on our financial position and/or results of operations for the years ended December 31, 2024 and 2023.

Legislation has been enacted in the United Kingdom to implement measures in concert with the Base Erosion and Profit Shifting Pillar Two framework for international taxation developed by the member countries of the Organization for Economic Co-operation and Development (the “Pillar Two Model Rules”).

The Pillar Two Model Rules are intended to ensure that multinational enterprises pay a minimum 15% effective tax rate in every jurisdiction in which they operate.

Given that our effective income tax rate in all jurisdictions in which we operate is in excess of such 15% minimum rate, we do not anticipate that these rules will have a material effect on our tax provision or effective income tax rate;

however, we continue to monitor evolving tax legislation in the jurisdictions in which we operate.

EMCOR Group, Inc.

2 unchanged sentences

NOTE 11 - INCOME TAXES (Continued)

On August 16, 2022, the Inflation Reduction Act of 2022 was signed into law.

Such act created a 15% corporate alternative minimum tax on profits of corporations whose average annual adjusted financial statement income exceeds $1.0 billion for any consecutive three-tax-year period preceding the then current tax year.

Based on our average annual adjusted financial statement income for the preceding three years, which was below the aforementioned $1.0 billion threshold, as well as the fact that our effective federal income tax rate is in excess of the 15% alternative minimum tax rate, this alternative minimum tax did not have an impact on our financial position and/or results of operations for the years ended December 31, 2025, 2024, and 2023.

On July 4, 2025, the U.S.

government enacted The One Big Beautiful Bill Act of 2025 (“OBBBA”).

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

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

Deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement and income tax bases of assets and liabilities.

19 unchanged sentences

Net deferred income tax liabilities $ ( 4,569 ) $ ( 28,431 )

Our net deferred income tax liabilities of $ 28.4 million and $ 56.6 million as of December 31, 2024 and 2023, respectively, were included in “Other long-term obligations” in the accompanying Consolidated Balance Sheet.

Our net deferred income tax liabilities of $ 4.6 million and $ 28.4 million as of December 31, 2025 and 2024, respectively, were included in “Other long-term obligations” in the accompanying Consolidated Balance Sheets.

Valuation allowances are established when necessary to reduce deferred income tax assets when it is more likely than not that a tax benefit will not be realized.

As of December 31, 2025 and 2024, the total valuation allowance on deferred income tax assets, related to state and local net operating losses, foreign net operating losses, and foreign income tax credit carryovers, was approximately $ 4.1 million and $ 5.1 million, respectively.

The increase in our valuation allowances at December 31, 2024 was a result of the recognition of allowances for additional state net operating loss carryovers that we determined we would likely not be able to utilize.

The year-over-year decrease was a result of the release of valuation allowances on deferred tax assets for state net operating loss carryovers that we determined are now likely to be utilized.

Realization of our deferred income tax assets is dependent on our generating sufficient taxable income in the jurisdictions in which such deferred tax assets will reverse.

7 unchanged sentences

We have paid quarterly dividends since October 25, 2011.

We currently pay a regular quarterly dividend of $ 0.25 per share.

In September 2011, our Board of Directors (the “Board”) authorized a share repurchase program allowing us to begin repurchasing shares of our outstanding common stock.

During 2025, we paid a regular quarterly dividend of $ 0.25 per share.

In December 2025, our Board of Directors (the “Board”) announced its intention to increase the regular quarterly dividend to $ 0.40 per share commencing with the dividend to be paid in January 2026.

In September 2011, the Board authorized a share repurchase program allowing us to begin repurchasing shares of our outstanding common stock.

Subsequently, the Board has from time to time increased the amount authorized for repurchases under such program.

29 unchanged sentences

198,601 $ 283.51

An aggregate of 30,879 restricted stock units granted to current non-employee directors vested as of December 31, 2024, but, at the election of such directors, issuance has been deferred for up to 10 years from the date of vest.

In addition, an aggregate of 13,087 restricted stock units granted to a former employee vested as of April 1, 2024 but, in accordance with plan documents, were not issued until January 2025.

An aggregate of 30,566 restricted stock units granted to current and former non-employee directors vested as of December 31, 2025, but, at the election of such directors, issuance has been deferred for up to 10 years from the date of vest.

In addition, an aggregate of 5,269 restricted stock units granted to former employees vested as of December 31, 2025 but, in accordance with plan documents, were not issued until January 2026.

We recognized approximately $ 20.6 million, $ 20.0 million, and $ 13.7 million of compensation expense for stock units awarded to non-employee directors and employees pursuant to our incentive plan for the years ended December 31, 2025, 2024, and 2023, respectively.

9 unchanged sentences

Gains and losses for the differences between actuarial assumptions and actual results are recognized through accumulated other comprehensive income (loss).

These amounts will be subsequently recognized as net periodic pension (income) cost within the Consolidated Statement of Operations, as described further below.

United Kingdom Retirement Plan

Our United Kingdom subsidiary has a defined benefit pension plan covering all eligible employees (the “UK Plan”);

however, no individual joining the company after October 31, 2001 may participate in the UK Plan.

On May 31, 2010, we curtailed the future accrual of benefits for active employees under such plan.

The change in benefit obligations and assets of the UK Plan for the years ended December 31, 2024 and 2023 consisted of the following components (in thousands):

Prior to the sale of our United Kingdom operations on December 1, 2025, we sponsored a defined benefit pension plan in the United Kingdom (the “UK Plan”).

In connection with such sale, all obligations, as well as the associated assets and liabilities of the UK Plan, transferred to the buyer.

Refer to Note 4 - Acquisitions and Dispositions of Businesses of the notes to consolidated financial statements for additional information.

The change in the benefit obligation and plan assets of the UK Plan for the year ended December 31, 2024 consisted of the following components (in thousands):

Change in pension benefit obligation

1 unchanged sentence

Interest cost 9,569

Actuarial (gain) loss

( 19,602 ) 651

Actuarial gain

Benefits paid ( 11,522 )

3 unchanged sentences

Fair value of plan assets at beginning of year 223,077

Actual (loss) return on plan assets

( 5,240 ) 10,563

Actual loss on plan assets

Employer contributions 816

3 unchanged sentences

Funded status at end of year $ 24,150

The funded status of the UK Plan of $ 24.2 million and $ 19.0 million as of December 31, 2024 and 2023, respectively, is included in “Other assets” in the accompanying Consolidated Balance Sheets.

No plan assets are expected to be returned to us during the year ending December 31, 2025.

The funded status of the UK Plan of $ 24.2 million as of December 31, 2024, is included in “Other assets” in the accompanying Consolidated Balance Sheet.

The discount rate and rate of inflation used to determine the benefit obligation of the UK Plan as of December 31, 2024 was 5.5 % and 2.9 % respectively.

EMCOR Group, Inc.

2 unchanged sentences

NOTE 14 - RETIREMENT PLANS (Continued)

The assumptions used to determine benefit obligations of the UK Plan as of December 31, 2024 and 2023 were as follows:

Discount rate 5.5 % 4.8 %

The components of net periodic pension (income) cost of the UK Plan for the years ended December 31, 2025, 2024, and 2023 were as follows (in thousands):

9 unchanged sentences

Annual rate of return on plan assets 6.5 % 6.3 % 5.7 %

The annual rate of return on plan assets has been determined by modeling possible returns using the actuary’s portfolio return calculator and the fair value of plan assets.

This approach models the long term expected returns of the various asset classes held in the portfolio and takes into account the additional benefits of holding a diversified portfolio.

For measurement purposes of the liability, the annual rates of inflation of covered pension benefits assumed for 2024 and 2023 were 2.9 % and 2.8 %, respectively.

Amounts pertaining to the UK Plan not yet reflected in net periodic pension (income) cost and included in accumulated other comprehensive loss were as follows (in thousands):

December 31, 2024 December 31, 2023

Unrecognized actuarial losses $ 77,031 $ 82,344

Actuarial gains and losses are amortized using a corridor approach whereby cumulative gains and losses in excess of the greater of 10% of the pension benefit obligation or the fair value of plan assets are amortized over the average life expectancy of plan participants.

The amortization period for 2024 was 22 years.

The reclassification adjustment, net of income taxes, for the UK Plan from accumulated other comprehensive loss into net periodic pension (income) cost was approximately $ 2.0 million for each of the years ended December 31, 2024 and 2023, and approximately $ 1.6 million for the year ended December 31, 2022.

The estimated unrecognized loss for the UK Plan that will be amortized from accumulated other comprehensive loss into net periodic pension (income) cost over the next year is approximately $ 1.9 million, net of income taxes.

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 - RETIREMENT PLANS (Continued)

The investment policies and strategies for the assets of the UK Plan are established by its trustees (who are independent of the Company) to achieve a reasonable balance between risk, likely return, and administration expense, as well as to maintain investment balances at a level to meet minimum funding requirements.

In order to ensure that an appropriate investment strategy is in place, an analysis of the UK Plan’s assets and liabilities is completed periodically.

Target allocation percentages may vary over time depending on the perceived risk and return potential of various asset classes and market conditions.

The weighted average asset allocations and weighted average target allocations at December 31, 2024 and 2023 were as follows:

Asset Category Target Asset

December 31, 2024

Target Asset Allocation

The investment policies and strategies for the assets of the UK Plan were established by its trustees (who were independent of the Company) to achieve a reasonable balance between risk, likely return, and administration expense, as well as to maintain investment balances at a level to meet minimum funding requirements.

The weighted average asset allocations and weighted average target allocations at December 31, 2024 were as follows:

Asset Category Target Asset Allocation

December 31, 2024

3 unchanged sentences

Total 100.0 % 100.0 %

Plan assets of our UK Plan are invested through third-party fund managers in various investments with underlying holdings which, as of December 31, 2024 and 2023, consisted of:

Plan assets of our UK Plan were invested through third-party fund managers in various investments with underlying holdings which, as of December 31, 2024, consisted of:

(a) cash and cash equivalents, primarily held as collateral for other financial instruments, (b) debt securities, which include:

(i) United Kingdom government debt, (ii) United States, United Kingdom, other European, and emerging market corporate debt, and (iii) real estate debt, and (c) real estate assets, which represent trusts which invest directly or indirectly in various properties throughout the United Kingdom.

The following tables set forth the fair value of assets of the UK Plan as of December 31, 2024 and 2023 (in thousands):

Assets at Fair Value as of December 31, 2024

Asset Category Level 1 Level 2 Level 3 Total

Corporate debt funds $ — $ 39,972 $ — $ 39,972

Government bond funds — 48,959 — 48,959

Cash and cash equivalents 15,697 — — 15,697

Total plan assets in fair value hierarchy $ 15,697 $ 88,931 $ — 104,628

Plan assets measured using NAV as a practical expedient:

Debt funds 79,152

Real estate funds 19,837

Total plan assets at fair value $ 203,617

The following table sets forth the fair value of assets of the UK Plan as of December 31, 2024 (in thousands):

Assets at Fair Value as of December 31, 2024

16 unchanged sentences

NOTE 14 - RETIREMENT PLANS (Continued)

Assets of the UK Plan are allocated within the fair value hierarchy discussed in Note 10 - Fair Value Measurements, based on the nature of the investment.

Level 1 assets represent cash and cash equivalents.

Level 2 assets consist of corporate debt funds and government bond funds whose underlying investments are valued using observable marketplace inputs.

The fair value of the Level 2 assets are generally determined under a market approach using valuation models that incorporate observable inputs such as interest rates, bond yields, and quoted prices.

Investments valued using NAV as a practical expedient are excluded from the fair value hierarchy.

These investments include:

(a) funds which invest predominantly in senior secured debt instruments, targeting diversity across regions and sectors, as well as funds which invest in diversified credit vehicles that seek higher returns than traditional fixed income investments, primarily through U.S.

corporate debt, global credit, and other structured debt instruments, and (b) funds which aim to provide long-term income through investment in UK property assets.

These investments are redeemable at NAV, which is generally determined on a quarterly basis, and have redemption notice periods of up to 180 days.

Assets of the UK Plan were allocated within the fair value hierarchy discussed in Note 10 - Fair Value Measurements, based on the nature of the investment.

Level 1 assets represented cash and cash equivalents.

Level 2 assets consisted of corporate debt funds and government bond funds whose underlying investments were valued using observable marketplace inputs.

The fair value of the Level 2 assets were generally determined under a market approach using valuation models that incorporated observable inputs such as interest rates, bond yields, and quoted prices.

Investments valued using NAV as a practical expedient were excluded from the fair value hierarchy.

These investments included:

(a) funds which invested predominantly in senior secured debt instruments, targeting diversity across regions and sectors, as well as funds which invested in diversified credit vehicles, primarily through U.S.

corporate debt, global credit, and other structured debt instruments, and (b) funds which aimed to provide long-term income through investment in UK property assets.

These investments were redeemable at NAV, generally determined on a quarterly basis, with redemption notice periods of up to 180 days.

The methods described above may produce fair values that may not be indicative of net realizable value or reflective of future fair values.

Furthermore, while the Company believes the valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Contributions

Our United Kingdom subsidiary expects to contribute approximately $ 0.6 million to the UK Plan in 2025.

Estimated Future Benefit Payments

The following estimated benefit payments are expected to be made from the UK Plan in the following years (in thousands):

Benefit Payments

2025 $ 11,587

2026 $ 11,773

2027 $ 12,478

2028 $ 13,170

2029 $ 13,115

Succeeding five years $ 69,771

Furthermore, while the Company believes the valuation methodologies were appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Other Retirement Plans

We also sponsor three domestic retirement plans in which participation by new individuals is frozen.

The aggregate benefit obligation associated with these plans as of December 31, 2024 and 2023 was approximately $ 6.1 million and $ 6.3 million, respectively.

The estimated fair value of the plan assets as of December 31, 2024 and 2023 was approximately $ 5.2 million and $ 5.1 million, respectively.

The plan assets are predominantly invested in cash, equity securities, and equity and bond funds, which have quoted market prices in active markets, and as such are considered Level 1 assets within the fair value hierarchy.

The net liability associated with these plans as of December 31, 2024 and 2023 is classified as “Other long-term obligations” in the accompanying Consolidated Balance Sheets.

The measurement date for these plans is December 31 of each year.

The major assumptions used in the actuarial valuations to determine benefit obligations included discount rates of 5.00 % as of December 31, 2024, and 4.75 % to 5.20 % as of December 31, 2023.

In addition, key assumptions included an expected rate of return of 7.00 % in order to determine net periodic pension (income) cost for both 2024 and 2023.

The net periodic pension (income) cost associated with the domestic plans, as well as the reclassification adjustment from accumulated other comprehensive loss to net periodic pension (income) cost, were insignificant for all periods presented.

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 - RETIREMENT PLANS (Continued)

Amounts related to such plans were de minimis for all periods presented.

Defined Contribution Plans

4 unchanged sentences

The expenses recognized related to additional supplemental matching contributions for the years ended December 31, 2025, 2024, and 2023 were approximately $ 16.0 million, $ 13.2 million, and $ 10.2 million, respectively.

Our United Kingdom subsidiary also has defined contribution retirement plans.

The expenses recognized related to employer matching contributions were approximately $ 7.4 million for each of the years ended December 31, 2024 and 2023, and $ 7.3 million for the year ended December 31, 2022.

Prior to the sale of our United Kingdom operations on December 1, 2025, we also had certain defined contribution retirement plans in the United Kingdom.

The expenses recognized related to employer matching contributions were approximately $ 12.2 million for the year ended December 31, 2025 and $ 7.4 million for each of the years ended December 31, 2024 and 2023.

Multiemployer Plans

8 unchanged sentences

In addition, the PPA requires that a 5% surcharge be levied on employer contributions for the first year commencing after the date the employer receives notice that the MEPP is in critical status and a 10% surcharge on each succeeding year until a CBA is in place with terms and conditions consistent with the RP.

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 - RETIREMENT PLANS (Continued)

We could also be obligated to make payments to MEPPs if we either cease to have an obligation to contribute to the MEPP or significantly reduce our contributions to the MEPP because we reduce our number of employees who are covered by the relevant MEPP for various reasons, including, but not limited to, layoffs or closure of a subsidiary assuming the MEPP has unfunded vested benefits.

4 unchanged sentences

We did not record any material withdrawal liabilities for the years ended December 31, 2025, 2024, and 2023.

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 - RETIREMENT PLANS (Continued)

The following table lists all MEPPs to which our contributions exceeded $ 2.0 million in 2025.

4 unchanged sentences

date or range of expiration dates of CBA(s)

2024 2023 2024 2023 2022

National Automatic Sprinkler Industry Pension Fund 52-6054620 001 Green Green NA $ 30,719 $ 25,559 $ 21,583 Yes March 2025 to

National Electrical Benefit Fund 53-0181657 001 Green Green NA 23,255 18,128 15,192 Yes April 2025 to August 2028

United Association National Pension Fund 52-6152779 001 Green Green NA 21,839 16,815 15,288 No February 2025 to May 2029

Sheet Metal Workers National Pension Fund 52-6112463 001 Green Green NA 12,795 10,797 9,505 No May 2025 to

National Electrical Benefit Fund 53-0181657 001 Green Green NA $ 33,566 $ 23,255 $ 18,128 Yes Jan 2026 to Apr 2030

National Automatic Sprinkler Industry Pension Fund 52-6054620 001 Green Green NA 32,138 30,719 25,559 Yes Jun 2026 to

United Association National Pension Fund 52-6152779 001 Green Green NA 25,387 21,839 16,815 No Feb 2026 to Aug 2030

Electrical Workers Local No.

26 Pension Trust Fund 52-6117919 001 Green Green NA 12,472 8,283 7,844 Yes May 2025 to August 2028

Central Pension Fund of the IUOE & Participating Employers 36-6052390 001 Green Green NA 9,433 8,573 7,651 No March 2025 to December 2028

Edison Pension Plan 93-6061681 001 Green Green NA 7,982 5,840 5,325 Yes December 2026

Plumbers Pipefitters & Mechanical Equipment Service Local Union 392 Pension Plan 31-0655223 001 Yellow

26 Pension Trust Fund 52-6117919 001 Green Green NA 14,059 12,472 8,283 Yes May 2027 to Aug 2028

Tidewater Electrical Industry Pension Fund

12,078 — — No

Feb 2027 to Jun 2027

Sheet Metal Workers National Pension Fund 52-6112463 001 Green Green NA 11,871 12,795 10,797 Yes

Feb 2026 to May 2029

Central Pension Fund of the IUOE & Participating Employers 36-6052390 001 Green Green NA 8,855 9,433 8,573 No Feb 2026 to Sep 2029

Pipefitters Union Local 537 Pension Fund 51-6030859 001 Green Green NA 8,228 6,656 5,179 Yes Aug 2030

Plumbers Pipefitters & Mechanical Equipment Service Local Union No 392 Pension Plan

31-0655223 001 Yellow

8,124 7,728 7,010 Yes May 2028

San Diego Electrical Pension Plan 95-6101801 001 Green Green NA 7,039 5,511 4,258 Yes May 2028

Pension, Hospitalization & Benefit Plan of the Electrical Industry-Pension Trust Account 13-6123601 001 Green Green NA 7,861 6,982 7,198 Yes

January 2025 to April 2025

Pipefitters Union Local 537 Pension Fund 51-6030859 001 Green Green NA 6,656 5,179 5,039 Yes August 2025

Heating, Piping & Refrigeration Pension Fund 52-1058013 001 Green Green NA 5,710 5,315 4,625 Yes July 2025

Southern California Pipe Trades Retirement Fund 51-6108443 001 Green Green NA 5,447 4,657 4,650 Yes June 2026 to August 2026

Sheet Metal Workers Pension Plan of Northern California 51-6115939 001 Red Red Implemented 5,245 5,738 6,074 Yes May 2025 to June 2026

Electrical Workers Pension Plan Local 103 IBEW 04-6063734 001 Green Green NA 5,133 6,537 2,900 Yes August 2028

Eighth District Electrical Pension Fund 84-6100393 001 Green Green NA 4,476 3,844 3,339 Yes May 2025 to August 2027

Electrical Contractors Association of the City of Chicago Local Union 134, IBEW Joint Pension Trust of Chicago Pension Plan 2 51-6030753 002 Green Green NA 4,341 4,432 3,516 Yes

Southern California IBEW-NECA Pension Trust Fund 95-6392774 001 Yellow Yellow Implemented 4,279 3,801 4,287 Yes

November 2025 to

Apr 2026 to Jan 2029

Heating, Piping & Refrigeration Pension Fund 52-1058013 001 Green Green NA 7,843 5,710 5,315 Yes Jul 2026 to

Edison Pension Plan 93-6061681 001 Green Green NA 6,931 7,982 5,840 Yes Dec 2026

Electrical Contractors Association of the City of Chicago Local Union 134, IBEW Joint Pension Trust of Chicago Pension Plan #2

51-6030753 002 Green Green NA 5,971 4,341 4,432 Yes

May 2026 to Jun 2026

Southern California Pipe Trades Retirement Fund 51-6108443 001 Green Green NA 5,914 5,447 4,657 Yes Jun 2026 to Aug 2026

Electrical Workers Pension Plan Local 103 IBEW 04-6063734 001 Green Green NA 5,230 5,133 6,537 Yes Aug 2028

San Diego Electrical Pension Plan 95-6101801 001 Green Green NA 5,147 7,039 5,511 Yes May 2028

Atlanta Plumbers and Steamfitters Pension Fund 58-1233396 001

4,959 4,133 1,691 Yes

January 2025 to August 2028

Arizona Pipe Trades Pension Trust Fund 86-6025734 001 Green Green NA 4,038 3,048 2,940 Yes June 2025 to June 2027

IBEW Local 701 Pension Fund 36-6455509 001 Green Green NA 3,849 3,989 2,625 Yes

June 2025 to August 2026

Sheet Metal Workers Pension Plan of Southern California, Arizona & Nevada 95-6052257 001 Green Green NA 3,783 3,399 2,921 No June 2026 to June 2029

Local 393 Pension Trust Fund Defined Benefit 94-6359772 002 Green Green NA 3,734 3,263 3,517 Yes May 2025 to June 2027

IBEW Local No.

82 Pension Plan 31-6127268 001 Green Green NA 3,325 3,701 2,549 Yes December 2026

Northern California Pipe Trades Pension Plan 94-3190386 001 Green Green NA 3,310 6,317 3,238 Yes

May 2025 to June 2027

Jul 2028 to Aug 2028

Plumbers & Pipefitters Local No.

189 Pension Plan

31-0894807 001 Green Green NA 4,720 2,744 2,557 Yes May 2026 to May 2028

NECA-IBEW Pension Trust Fund 51-6029903 001 Green Green NA 4,680 3,242 2,228 No Nov 2026 to Nov 2027

Eighth District Electrical Pension Fund 84-6100393 001 Green Green NA 4,532 4,476 3,844 Yes May 2026 to Aug 2027

Sheet Metal Workers Pension Plan of Northern California 51-6115939 001 Red Red Implemented 3,793 5,245 5,738 Yes Jun 2026 to

Michiana Area Electrical Workers Pension Fund

3,779 1,783 391 Yes

May 2026 to Jun 2026

EMCOR Group, Inc.

7 unchanged sentences

2025 2024 2025 2024 2023

NECA-IBEW Pension Trust Fund 51-6029903 001 Green Green NA 3,242 2,228 3,034 No May 2025 to December 2025

Plumbers & Steamfitters Local 486 Pension Fund 52-6124449 001 Green Green NA 2,796 2,828 1,599 Yes December 2025

IBEW Local 456 Pension Plan

Sheet Metal Workers Pension Plan of Southern California, Arizona & Nevada 95-6052257 001 Green Green NA 3,611 3,783 3,399 No Jun 2026 to Jun 2029

IBEW Local No.

82 Pension Plan 31-6127268 001 Green Green NA 3,527 3,325 3,701 Yes Dec 2026

Northern California Pipe Trades Pension Plan 94-3190386 001 Green Green NA 3,187 3,310 6,317 No

Local 393 Pension Trust Fund Defined Benefit 94-6359772 002 Green Green NA 3,118 3,734 3,263 Yes Jul 2026 to

Arizona Pipe Trades Pension Trust Fund 86-6025734 001 Green Green NA 3,086 4,038 3,048 Yes Jun 2026 to Jun 2027

Plumbers and Steamfitters Local No.

166 AFL - CIO Pension Plan 51-6132690 001

3,014 2,046 1,773 Yes

Plumbers Local 24 Pension Fund 22-6042823 001 Green Green NA 2,997 2,231 2,295 Yes Apr 2029

Southern California IBEW-NECA Pension Plan

95-6392774 001 Yellow Yellow Implemented 2,942 4,279 3,801 Yes

Jan 2026 to Jun 2026

Idaho Plumbers and Pipefitters Pension Plan

2,844 1,281 1,138 Yes

Pension and Retirement Plan of Plumbers and Pipefitters Union, Local No.

525 88-6003864 001

2,839 2,099 1,970 Yes

Plumbers & Pipefitters Local No.

189 Pension Plan

31-0894807 001 Green Green NA 2,744 2,557 1,272 Yes May 2025 to June 2025

Kern County Electrical Workers Pension Fund 95-6123049 001 Green Green NA 2,499 3,299 1,542 Yes November 2027

Plumbers Local 24 Pension Fund 22-6042823 001 Green Green NA 2,231 2,295 1,819 Yes April 2025

Building Trades United Pension Trust Fund Milwaukee and Vicinity 51-6049409 001

2,182 1,622 1,560 No

May 2025 to May 2026

IBEW Local No.

640 & Arizona Chapter NECA Defined Benefit Pension Plan 86-0323980 001

2,497 2,044 390 Yes

IBEW Local No.

683 Pension Fund Pension Plan

1 unchanged sentence

2,466 2,146 905 Yes

June 2025 to May 2027

Pension and Retirement Plan of Plumbers and Pipefitters Union, Local No.

Jun 2026 to May 2027

IBEW Local 456 Pension Plan

22-6238995 001

2,368 2,792 1,390 Yes

IBEW Local 1579 Pension Plan

Local 68 Engineers Union Pension Plan

2,208 1,548 1,200 Yes

Aug 2026 to Apr 2027

Building Trades United Pension Trust Fund Milwaukee and Vicinity 51-6049409 001

2,164 2,182 1,622 No

January 2025 to September 2028

Plumbers and Steamfitters Local No.

166 AFL - CIO Pension Plan 51-6132690 001

IBEW Local 701 Pension Fund 36-6455509 001 Green Green NA 2,149 3,849 3,989 Yes

May 2026 to Aug 2026

Plumbers & Steamfitters Local 486 Pension Fund 52-6124449 001 Green Green NA 2,148 2,796 2,828 Yes Nov 2028

447 Pension Fund

2,049 1,790 1,678 Yes

IBEW Local No.

640 & Arizona Chapter NECA Defined Benefit Pension Plan 86-0323980 001

Jun 2026 to Jun 2030

Joint Pension Fund of Local Union No.

2,047 1,688 2,868 No

June 2025 to June 2027

Plumbers & Pipefitters Local 162 Pension Fund 31-6125999 001 Yellow Yellow Implemented 1,390 1,243 1,132 Yes May 2025 to May 2026

Plumbing & Pipe Fitting Local 219 Pension Fund 34-6682376 001 Red Red Implemented 1,098 919 1,172 Yes May 2026

Boilermaker-Blacksmith National Pension Trust 48-6168020 001 Red Red Implemented 2,004 825 1,140 No

April 2025 to

Carpenters Pension Trust Fund for Northern California 94-6050970 001 Red Red Implemented 627 610 532 No June 2027

South Florida Electrical Workers Pension Plan

1,801 91 301 Yes

Plumbers & Pipefitters Local 162 Pension Fund 31-6125999 001 Yellow Yellow Implemented 1,354 1,390 1,243 Yes May 2026

Plumbing & Pipefitting Industry Local 219 Pension Plan

34-6682376 001 Red Red Implemented 1,010 1,098 919 Yes May 2026

Other Multiemployer Pension Plans 56,463 53,531 51,368 Various

8 unchanged sentences

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

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 - RETIREMENT PLANS (Continued)

The nature and diversity of our operations may result in volatility in the amount of our contributions to a particular MEPP for any given period.

6 unchanged sentences

The amount of contributions to these plans is also subject, for the most part, to the factors discussed above in conjunction with the MEPPs.

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 - COMMITMENTS AND CONTINGENCIES

13 unchanged sentences

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.

However, when remediation is required as part of our contract performance, we believe we comply with all applicable regulations governing the discharge of hazardous materials into the environment or otherwise relating to the protection of the environment.

However, when remediation is required as part of our contract performance, we believe we comply with all applicable regulations governing hazardous materials or otherwise relating to the protection of the environment.

Collective Bargaining Agreements

1 unchanged sentence

We believe that our relations with our labor unions are generally positive.

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 - COMMITMENTS AND CONTINGENCIES (Continued)

Government Contracts

9 unchanged sentences

We provide disclosure when we believe a loss in excess of any recorded provision is reasonably possible.

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 - COMMITMENTS AND CONTINGENCIES (Continued)

Significant judgment is required in these determinations.

3 unchanged sentences

A litigation matter for which liabilities have not been recorded could be decided unfavorably to us, and any such unfavorable decision could have a material adverse effect on our financial position, results of operations, or liquidity.

On October 10, 2024, a chemical release occurred at the PEMEX Deer Park Refinery in Deer Park, Texas.

As a result of the release, two people were killed and approximately 200 others claim to have suffered bodily injuries.

Several lawsuits were filed in Harris County, Texas on behalf of the various claimants.

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.

(“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 EIS in connection with these claims.

NOTE 16 - LEASES

13 unchanged sentences

We account for these non-lease components together with the associated lease component for each of our asset classes.

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16 - LEASES (Continued)

The measurement of right-of-use assets and lease liabilities requires us to estimate appropriate discount rates.

17 unchanged sentences

Total lease liabilities $ 474,557 $ 348,917

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16 - LEASES (Continued)

The following table presents information related to our lease expense for the years ended December 31, 2025, 2024, and 2023 (in thousands):

11 unchanged sentences

Sublease rental income was approximately $ 1.0 million, $ 4.6 million, and $ 6.7 million for the years ended December 31, 2025, 2024, and 2023, respectively.

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16 - LEASES (Continued)

Lease Term and Discount Rate

16 unchanged sentences

Right-of-use assets obtained in exchange for new finance lease liabilities $ 2,882 $ 3,412 $ 1,427

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16 - LEASES (Continued)

Maturity of Lease Liabilities

9 unchanged sentences

Present value of future minimum lease payments $ 468,209 $ 6,348

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 17 - ADDITIONAL CASH FLOW INFORMATION

The following table presents information about cash paid for interest and income taxes for the years ended December 31, 2024, 2023, and 2022 (in thousands):

The following table presents cash paid for interest for the years ended December 31, 2025, 2024, and 2023 (in thousands):

2025 2024 2023

Cash paid during the year for:

Interest $ 2,850 $ 16,246 $ 11,653

Income taxes $ 409,362 $ 230,496 $ 168,732

Cash paid for interest

$ 11,130 $ 2,850 $ 16,246

NOTE 18 - SEGMENT INFORMATION

6 unchanged sentences

• United States industrial services.

• United Kingdom building services.

On December 1, 2025, we sold our United Kingdom operations, the results of which are reported within our United Kingdom building services segment through the date of sale.

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 as described in Note 2 - Summary of Significant Accounting Policies of the notes to consolidated financial statements.

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 18 - SEGMENT INFORMATION (Continued)

The following tables present the revenues and operating income for each of our reportable segments for the years ended December 31, 2025, 2024, and 2023 (in thousands):

20 unchanged sentences

$ 16,986,422 $ 14,566,116 $ 12,582,873

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 18 - SEGMENT INFORMATION (Continued)

2025 2024 2023

7 unchanged sentences

Corporate administration ( 181,894 ) ( 144,354 ) ( 127,229 )

Gain on sale of United Kingdom operations

Impairment loss on long-lived assets — — ( 2,350 )

6 unchanged sentences

Income before income taxes $ 1,721,624 $ 1,377,382 $ 872,853

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 18 - SEGMENT INFORMATION (Continued)

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 years ended December 31, 2025, 2024, and 2023 (in thousands):

20 unchanged sentences

$ 1,714,446 $ 1,420,188 $ 1,211,233

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 18 - SEGMENT INFORMATION (Continued)

The following tables present other financial information for each of our reportable segments as of or for the years ended December 31, 2025, 2024, and 2023 (in thousands):

16 unchanged sentences

United States industrial services 23,683 23,303 22,637

Total United States operations 77,002 67,143 61,315

United Kingdom building services — — —

Total amortization of identifiable intangible assets

$ 119,052 $ 77,002 $ 67,143

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 18 - SEGMENT INFORMATION (Continued)

2025 2024 2023

19 unchanged sentences

$ 9,291,399 $ 7,716,473 $ 6,609,721

EMCOR Group, Inc.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 18 - SEGMENT INFORMATION (Continued)

The following table presents geographical information about certain tangible long-lived assets, including property, plant, and equipment and right-of-use lease assets as of December 31, 2025, 2024, and 2023 (in thousands):

7 unchanged sentences

$ 692,306 $ 523,617 $ 489,876

NOTE 19 - SUBSEQUENT EVENTS

On February 3, 2025, we completed the acquisition of Miller Electric Company (“Miller Electric”), a leading electrical contractor operating across the Southeastern United States, for $ 865 million in cash, subject to customary adjustments.

The results of operations of Miller Electric will be included as part of our United States electrical construction and facilities services segment.

On February 25, 2025, our Board of Directors authorized an additional $ 500 million for the repurchase of shares of the Company’s outstanding common stock under our existing share repurchase program.

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of EMCOR Group, Inc.

To the Stockholders and the Board of Directors of EMCOR Group, Inc.

Opinion on the Financial Statements

15 unchanged sentences

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

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition from Construction Contracts

14 unchanged sentences

In addition, we performed certain retrospective review procedures to assess management’s historical ability to accurately estimate the transaction price and costs to complete contracts as well as to identify any significant or unusual changes in project revenue and cost forecasts during the period.

Valuation of the Customer Relationship Intangible Asset Acquired in a Business Combination

Description of the Matter As described in Note 4 to the consolidated financial statements, during the year ended December 31, 2025, the Company completed the acquisition of Miller Electric Company (“Miller Electric”) for total consideration of approximately $876.8 million.

The preliminary purchase price was allocated to assets acquired and liabilities assumed based on the estimated fair value of such assets and liabilities.

Auditing the Company’s accounting for the Miller Electric acquisition required complex auditor judgment due to the significant estimation uncertainty inherent in determining the fair value of the acquired customer relationship intangible asset.

The significant estimation uncertainty was primarily due to the judgmental nature of the inputs to the valuation techniques used to measure the fair value of the customer relationship intangible asset as well as the sensitivity of the fair value to the underlying significant assumptions.

The significant assumptions used to estimate the fair value of the acquired customer relationship intangible asset are revenue and the revenue growth rate.

The significant assumptions are forward-looking and could be affected by future economic and market conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over the valuation of the customer relationship intangible asset.

For example, we tested controls over management’s review of the valuation model and the significant assumptions described above.

To test the estimated fair value of the acquired customer relationship intangible asset, we performed audit procedures that included, among others, assessing the appropriateness of the valuation methodology, testing the significant assumptions discussed above, and testing the completeness and accuracy of the underlying data used by the Company to develop the assumptions.

For example, we compared the revenue and revenue growth rates to historical results and to industry expectations.

We further performed sensitivity analyses to evaluate the changes in the fair value of the acquired customer relationship intangible asset that would result from changes in the significant assumptions.

In addition, we involved internal valuation specialists to assist us in our evaluation of the valuation methodology used by the Company.

/s/ Ernst & Young LLP

3 unchanged sentences

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of EMCOR Group, Inc.

To the Stockholders and the Board of Directors of EMCOR Group, Inc.

Opinion on Internal Control Over Financial Reporting

3 unchanged sentences

and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Miller Electric Company ("Miller Electric"), which is included in the 2025 consolidated financial statements of the Company and constituted 4.4% of total assets as of December 31, 2025 and 6.4% of revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Miller Electric.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2025 consolidated financial statements of the Company and our report dated February 26, 2026 expressed an unqualified opinion thereon.

21 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-K

Item 8. Financial Statements and Supplementary Data