What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-11-21 compared with 2024-11-22 · 177 added, 151 removed, 852 unchanged (28% of the section changed)

32 unchanged sentences

Description of the Matter As described in Notes 2 and 4 to the consolidated financial statements, the Company principally recognizes revenue on construction contracts over time using costs incurred as a percentage of estimated total costs at completion to determine the extent of progress toward satisfying performance obligations.

The extent of progress is applied to the contract transaction price, which may include variable consideration associated with unapproved change orders, customer claims and incentives.

Revenue recognition under this method is subject to judgment as the determination of progress towards completion requires management to prepare estimates of the transaction price and total project costs to complete.

Auditing management’s estimates for certain projects structured under fixed-price arrangements, and which are larger in size and longer in duration, was complex and subjective, requiring considerable judgment to evaluate management’s determination of variable consideration, specifically as it related to the impact of reductions in scope and potential customer claims.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s estimating process, including controls over management’s review of significant inputs and judgments with respect to the measurement of variable consideration.

Revenue recognition under this method is subject to judgment as the determination of progress towards completion requires management to prepare estimates of total project costs to complete.

Auditing management’s estimates used in the revenue recognition process for construction projects is subjective, requiring judgment to evaluate management’s determination of forecasted costs to complete.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s estimating process, including controls over management’s review of the estimated cost to complete construction contracts.

Our audit procedures included, among others, evaluating appropriate application of the Company’s revenue recognition method;

testing significant assumptions used to develop the estimated transaction price;

testing significant assumptions used to develop the estimated cost to complete;

and testing the completeness and accuracy of the underlying data.

To assess the reasonableness of management’s estimated transaction price, we performed audit procedures that included, among others, agreeing the estimate to supporting documentation;

To assess the reasonableness of management’s estimated costs, we performed audit procedures that included, among others, procedures that are analytical in nature;

agreeing the estimate to supporting documentation;

conducting interviews with project personnel;

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and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of September 30, 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 Greiner Industries, Inc., which is included in the 2024 consolidated financial statements of the Company and constituted 6% and 12% of total and net assets, respectively, as of September 30, 2024 and 1% of both revenues and net income 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 Greiner Industries, Inc.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of September 30, 2025 and 2024, the related consolidated statements of comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended September 30, 2025, and the related notes and our report dated November 21, 2025 expressed an unqualified opinion thereon.

26 unchanged sentences

Marketable securities

104,587 35,003

Accounts receivable:

7 unchanged sentences

Goodwill 107,830 93,960

Investments 59,662 —

Intangible assets, net 41,645 45,890

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Interest expense 1,814 1,338 3,022

Other (income) expense, net ( 5,128 ) ( 1,794 ) 37

Income from operations before income taxes 304,666 158,548 53,001

Other income, net ( 12,170 ) ( 5,128 ) ( 1,794 )

Income from operations before income taxes and equity method investment income 393,885 304,666 158,548

Provision for income taxes 96,805 72,165 38,761

Equity method investment income ( 14,762 ) — —

Net income 311,842 232,501 119,787

28 unchanged sentences

Non-cash compensation — — — — 5,517 — 5,517

Change in IES Holdings, Inc.'s ownership interest in consolidated subsidiaries ( 2,356 ) ( 2,356 )

Increase in noncontrolling interest — — — — — ( 17,140 ) ( 17,140 )

4 unchanged sentences

Acquisition of treasury stock — — ( 212,006 ) ( 41,644 ) — — ( 41,644 )

Options exercised

— — 2,500 91 ( 72 ) — 19

Non-cash compensation — — — — 12,844 — 12,844

19 unchanged sentences

Non-cash compensation expense 12,931 5,532 4,372

Deferred income tax expense (benefit) and other non-cash tax adjustments, net

( 1,126 ) 5,185 ( 31 )

Deferred income tax and other non-cash tax adjustments, net ( 3,305 ) ( 1,126 ) 5,185

Unrealized gain on trading securities ( 7,485 ) ( 1,789 ) —

Equity method investment income ( 14,762 ) — —

Changes in operating assets and liabilities

65 unchanged sentences

Marketable securities consist of highly liquid equity securities and debt securities with original maturities over three months.

All of our marketable debt securities are classified as trading securities and mature after one year and before five years at September 30, 2024.

Our marketable securities with readily determinable fair values are carried at fair value, with gains and losses included in Other (income) expense, net on our Consolidated Statements of Comprehensive Income.

All of our marketable debt securities are classified as trading securities and mature after one year and before five years from the balance sheet date.

Our marketable securities with readily determinable fair values are carried at fair value, with gains and losses included in Other income, net on our Consolidated Statements of Comprehensive Income.

Inventories consist of raw materials, work in process, finished goods, and parts and supplies held for use in the ordinary course of business.

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Debt Issuance Costs

Debt issuance costs are included as a reduction of our debt outstanding, or alternately classified within other non-current assets if we have no borrowings drawn on our credit facility at the balance sheet date, and are amortized to interest expense over the scheduled maturity of the debt.

Debt issuance costs are included in other non-current assets and are amortized to interest expense over the scheduled maturity of the debt.

Amortization expense of debt issuance costs was $ 475 , $ 287 and $ 268 , respectively, for the years ended September 30, 2025, 2024 and 2023.

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We consider the start of a project to be when the above criteria have been met and we have written authorization from the customer to proceed.

We recognize revenue on project contracts over time using the percentage of completion method.

Project contracts generally provide that customers accept completion of progress to date and compensate us for services rendered measured in terms of units installed, hours expended or some other measure of progress.

We recognize revenue on construction contracts over time using the percentage of completion method.

Construction contracts generally provide that customers accept completion of progress to date and compensate us for services rendered measured in terms of units installed, hours expended or some other measure of progress.

We recognize revenue on both signed contracts and change orders.

A discussion of our treatment of claims and unapproved change orders is described later in this section.

Percentage of completion for construction contracts is measured principally by the percentage of costs incurred and accrued to date for each contract to the estimated total cost for each contract at completion.

Percentage of completion for construction contracts is measured by the percentage of costs incurred and accrued to date for each contract to the estimated total cost for each contract at completion.

We generally consider contracts to be substantially complete upon departure from the work site and acceptance by the customer.

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The amount of revenue associated with unapproved change orders and claims was immaterial for the years ended September 30, 2025, 2024 and 2023.

Provisions for total estimated losses on uncompleted contracts are

made in the period in which such losses are determined.

The balances billed but not paid by customers pursuant to retainage provisions in project contracts are typically due upon completion of the contracts and acceptance by the customer.

Provisions for total estimated losses on uncompleted contracts are made in the period in which such losses are determined.

The balances billed but not paid by customers pursuant to retainage provisions

in contracts are typically due upon completion of the contracts and acceptance by the customer.

Based on our experience, the retention balance at each balance sheet date will be collected within the subsequent fiscal year.

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Under this method, deferred income tax assets and liabilities are recorded for the future income tax consequences of temporary differences between the financial reporting and income tax bases of assets and liabilities, and are measured using enacted tax rates and laws.

We evaluate valuation allowances established for deferred tax assets for which future realization is uncertain on a quarterly basis.

In assessing the realizability of deferred tax assets, we must consider whether it is more likely than not some portion, or all, of the deferred tax assets will not be realized.

On a quarterly basis, we evaluate the realizability of our deferred tax assets and reduce such assets by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

We consider all available evidence, both positive and negative, in determining whether a valuation allowance is required.

At September 30, 2024, we concluded, based upon the assessment of positive and negative evidence, that it is more likely than not that the Company will generate sufficient taxable income to realize net deferred tax assets of $ 22,458 .

We considered the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

In making this assessment, we consider the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies.

If actual future taxable income is different from these estimates, our results could be affected.

3 unchanged sentences

To the extent interest and penalties may be assessed by taxing authorities on any underpayment of income tax, such amounts have been accrued and included in the provision for income taxes.

Equity Method Investments

We account for investments using the equity method of accounting if the investment gives us the ability to exercise significant influence over an investee but does not grant us control.

Significant influence generally exists when an investor owns 20% or more of the voting stock of an incorporated investee or a more than 3% to 5% interest in an unincorporated investee.

Under the equity method of accounting, the carrying amount of an investment is initially recorded at cost basis and is subsequently adjusted for our proportionate share of earnings or losses, additional investments in the entity, and distributions.

Our proportionate share of earnings or losses is recorded in “Equity method investment income” on our Consolidated Statements of Comprehensive Income.

Fair Value of Financial Instruments

Our financial instruments consist of cash and cash equivalents, marketable securities, accounts receivable, accounts payable, and a loan agreement.

We believe that the carrying value of financial instruments approximates their fair value due to their short-term nature.

The carrying value of our debt approximates fair value, as debt incurs interest at a variable rate.

The carrying values of cash and cash equivalents, accounts receivable, accounts payable, and contract assets and liabilities approximate fair values due to their short-term nature.

The carrying value of borrowings under our revolving credit facility approximates fair value as its effective interest rate is variable and approximates market rates.

Noncontrolling Interest

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Therefore, this noncontrolling interest is carried at the greater of the balance determined under Accounting Standards Codification (“ASC”) 810 and the redemption amounts assuming the noncontrolling interests were redeemable at the balance sheet date.

On June 28, 2024, we purchased the remaining 20 percent noncontrolling interest in Bayonet for $32,000.

As we retained our controlling interest in Bayonet, the change in ownership interest was accounted for as an equity transaction.

On June 28, 2024, we purchased the remaining 20 percent noncontrolling interest in Bayonet for $ 32,000 , and on July 1, 2025, we purchased the remaining 20 percent noncontrolling interest in Edmonson for $ 40,000 .

As we retained our controlling interest in these companies, the changes in ownership interests were accounted for as equity transactions.

The difference between the balance of the noncontrolling interest at the date of redemption of the remaining interests and the consideration paid was recognized in Additional Paid-In Capital in the accompanying Consolidated Balance Sheets and was not reflected in earnings.

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The incremental borrowing rate is determined by identifying a synthetic credit rating for the consolidated company, where treasury functions are centrally managed, and adjusting the interest rates from associated indexes for differences in credit risk and interest rate risk.

We have elected to combine the lease and nonlease components in the recognition of our lease liabilities across all classes of underlying assets.

ROU assets represent our right to control the use of the leased asset during the lease and are recognized in an amount equal to the lease liability with adjustments for prepaid or accrued rent, lease incentives or unamortized initial direct costs.

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Accounting Standards Recently Adopted

In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update No.

2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”).

This standard amends the existing guidance under ASC 805 to add contract assets and contract liabilities to the list of exceptions to the recognition and measurement principles that apply to business combinations.

Under this standard, the acquirer of a business is expected to recognize and measure acquired contract assets and contract liabilities as if the acquirer entered into the original contract on the same date with the same terms in accordance with ASC 606 rather than at fair value on the date of acquisition.

This update is effective for fiscal years beginning after December 15, 2022 and for interim periods within that year.

We adopted this standard on October 1, 2023 using the prospective method.

ASU 2021-08 impacts how we account for business combinations completed after its adoption.

In December 2019, the FASB issued Accounting Standard Update No.

2019-12, “Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes.” This standard simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in Topic 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences.

The standard also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill.

This update is effective for fiscal years beginning after December 15, 2020 and for interim periods within that year.

Early adoption is permitted.

We adopted this standard on October 1, 2021 with immaterial impact on our Consolidated Financial Statements.

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standard Update No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

This standard requires disclosure of significant segment expenses, other segment items, and additional information about the chief operating decision maker (“CODM”).

This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted, and retrospective application is required.

We adopted this standard on October 1, 2024.

This update impacted our annual disclosures;

it had no impact on our financial condition, results of operations, or cash flows.

Recent Accounting Pronouncements and Disclosure Rules Not Yet Adopted

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In November 2024, the FASB issued Accounting Standard Update No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

This standard requires disclosure of significant segment expenses, other segment items, and additional information about the chief operating decision maker (“CODM”).

This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted, and retrospective application is required.

We are evaluating the impact this update will have on our annual disclosures;

however, it will not impact our financial condition, results of operations, or cash flows.

In November 2024, the FASB issued Accounting Standard Update No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

6 unchanged sentences

however, it will not impact our financial condition, results of operations, or cash flows.

In September 2025, the FASB issued Accounting Standard Update No.

2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”).

This standard amends the existing standard for capitalizing costs to develop or obtain software for internal use.

This update removes the requirement for costs associated with internal-use software projects to be capitalized only at certain stages of development, instead only requiring that management has authorized and committed to funding a software project and that it is probable that the project will be completed and the software will be used for the function intended in order for these costs to be capitalized.

This update is effective for fiscal years beginning after December 15, 2027, and interim periods within fiscal years beginning after December 15, 2028.

Early adoption is permitted.

This update may be applied on a prospective or retrospective basis, or a modified prospective basis for in-process projects.

We are evaluating the impact this update will have on our financial condition, results of operations, and cash flows.

CONTROLLING SHAREHOLDER

Tontine Associates, L.L.C.

(“Tontine Associates”), together with its affiliates (collectively, “Tontine”) is the Company's controlling stockholder, owning approximately 55 percent of the Company’s outstanding common stock based on a Form 4 filed by Tontine with the SEC on September 16, 2024 and the Company's shares outstanding as of November 18, 2024.

(“Tontine Associates”), together with its affiliates (collectively, “Tontine”) is the Company's controlling stockholder, owning approximately 54 percent of the Company’s outstanding common stock based on a Form 4 and a Schedule 13D/A filed by Tontine with the SEC on September 17, 2025 and the Company's shares outstanding as of November 17, 2025.

Accordingly, Tontine has the ability to exercise significant control over our affairs, including the election of directors and most actions requiring the approval of shareholders.

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A change of control would trigger the change of control provisions in a number of our material agreements, including our credit agreement, bonding agreements with our sureties and our executive severance plan.

Gendell was appointed as Chief Executive Officer of the Company effective October 1, 2020, having served as the Company's Interim Chief Executive Officer since July 31, 2020.

Gendell also serves as Chairman of the Board of Directors, a position he has held since November 2016.

Gendell was appointed Executive Chairman of the Company effective July 1, 2025 after serving as Chief Executive Officer of the Company from October 1, 2020 to June 30, 2025, and as the Company's Interim Chief Executive Officer from July 31, 2020 to September 30, 2020.

Gendell has also served as a director and as Chairman of the Board of Directors since November 2016.

He is the managing member and founder of Tontine, and the brother of David B.

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On August 1, 2024, the Company entered into an amendment of the sublease agreement to extend the term of the agreement through September 30, 2025, effective September 1, 2024.

On August 1, 2025, the Company entered into an amendment of the sublease agreement to extend the term of the agreement through September 30, 2026.

Payments by the Company are at a rate consistent with that paid by Tontine Associates to its landlord.

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If we do not have such a right, we recognize revenue upon completion of the contract, when control of the work transfers to the customer.

For arrangements where we recognize revenue over time, we generally use the percentage of completion method of accounting under which revenue recognized is measured principally by the costs incurred and accrued to date for each contract as a percentage of the

estimated total cost for each contract at completion.

For arrangements where we recognize revenue over time, we generally use the percentage of completion method of accounting under

which revenue recognized is measured principally by the costs incurred and accrued to date for each contract as a percentage of the estimated total cost for each contract at completion.

Contract costs include all direct material, labor and indirect costs related to contract performance.

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Variable Consideration

The transaction price for our contracts may include variable consideration, which includes changes to transaction price for approved and unapproved change orders, claims and incentives.

The transaction price for our contracts may include variable consideration, which includes changes to transaction price for unapproved change orders, claims and incentives.

Change orders, claims and incentives are generally not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as a modification of the existing contract.

We estimate variable consideration at the probability weighted value we expect to receive (or the most probable amount we expect to incur in the case of liquidated damages, if any), utilizing estimation methods that best predict the amount of consideration to which we will be entitled (or will be incurred in the case of liquidated damages, if any).

We estimate variable consideration at either the expected probability weighted value or the most likely amount in a range of possible consideration amounts, utilizing estimation methods that best predict the amount of consideration to which we will be entitled (or will be incurred in the case of liquidated damages, if any).

We include variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved.

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Net income attributable to restricted shareholders of IES Holdings, Inc.

— ( 11 ) ( 21 )

Net income attributable to common shareholders of IES Holdings, Inc.

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Diluted $ 15.02 $ 9.89 $ 4.54

Potentially dilutive securities excluded from the computation of diluted earnings per share as the effect of their inclusion would have been anti-dilutive:

Employee PSUs 4,789 — —

For the years ended September 30, 2025, 2024 and 2023, the average price of our common stock exceeded the exercise price of outstanding stock options;

therefore, all of our outstanding stock options were included in the computation of diluted earnings per share.

therefore, all of our outstanding stock options were included in the computation of diluted earnings per

For the years ended September 30, 2025, 2024 and 2023, there were no other unvested performance awards excluded from the calculation of diluted earnings per share because the inclusion of such instruments would have been anti-dilutive.

7 unchanged sentences

Income taxes payable

22,778 10,414

Other accrued expenses 41,142 41,819

Accounts payable and accrued expenses

$ 456,646 $ 363,582

Prior to January 21, 2025, we were a party to the Third Amended and Restated Credit and Security Agreement (the “Third Credit Agreement”), which provided for a maximum borrowing amount of $150,000 under our revolving credit facility.

Borrowings were limited by a borrowing base determined based on available collateral.

The Third Credit Agreement, which was scheduled to mature on September 30, 2026, contained customary affirmative, negative and financial covenants.

Fourth Amended and Restated Credit and Security Agreement

On January 21, 2025, we entered into the Fourth Amended and Restated Credit Agreement (the “Amended Credit Agreement”).

Pursuant to the Amended Credit Agreement, our revolver amount increased from $150,000 to $300,000, and the maturity date was extended from September 30, 2026, to January 21, 2030.

In addition, the limitation on borrowings based on available collateral was eliminated under the Amended Credit Agreement.

Under the Amended Credit Agreement, the Company is subject to certain financial covenants including a maximum Consolidated Total Leverage Ratio (as defined in the Amended Credit Agreement) of 3.00 to 1.00 and a minimum Consolidated Interest Coverage Ratio (as defined in the Amended Credit Agreement) of 3.00 to 1.00.

As of September 30 , 2025 , the Company was in compliance with the financial covenants under the Amended Credit Agreement.

We had no outstanding borrowings as of September 30, 2025 or 2024.

At September 30, 2025, we had $ 5,545 in outstanding letters of credit and $ 294,455 of availability under our revolving credit facility.

Any amounts outstanding under our revolving credit facility are due and payable in September 2026, upon expiration of our revolving credit facility, and all amounts described as available are available without triggering our financial covenants under the Amended Credit Agreement (as defined below).

The interest rate under our revolving credit facility was 6.33 % at September 30, 2024.

For the years ended September 30, 2024, 2023 and 2022, we incurred interest expense of $ 1,338 , $ 3,022 and $ 2,970 , respectively.

The Revolving Credit Facility

On April 28, 2022 we entered into the Third Amended and Restated Credit and Security Agreement (the "Amended Credit Agreement"), which, among other things, increased the maximum borrowing amount under our revolving credit facility from $ 125,000 to $ 150,000 .

The Amended Credit Agreement also removed the aggregate cap on Company investments in certain securities and the cap on the Company’s ability to make stock repurchases, in each case subject to the satisfaction of certain liquidity requirements.

The Amended Credit Agreement, which matures on September 30, 2026, contains customary affirmative, negative and financial covenants.

As of September 30, 2024, the Company was in compliance with the financial covenants under the Amended Credit Agreement, requiring that we maintain:

• a Fixed Charge Coverage Ratio (as defined in the Amended Credit Agreement), measured quarterly on a trailing four-quarter basis at the end of each quarter, of at least 1.1 to 1.0;

• minimum Liquidity of at least ten percent ( 10 %) of the Maximum Revolver Amount, or $ 15,000 ;

with, for purposes of this covenant, at least fifty percent ( 50 %) of our Liquidity comprised of Excess Availability (as defined in the Amended Credit Agreement).

At September 30, 2024, our Liquidity was $ 244,213 , our Excess Availability was $ 143,381 (or greater than 50% of minimum Liquidity), and our Fixed Charge Coverage Ratio was 3.4 :1.0.

If in the future our Liquidity falls below the amount required by the Amended Credit Agreement (or Excess Availability falls below 50% of our minimum Liquidity), our Fixed Charge Coverage Ratio is less than 1.1 :1.0, or if we otherwise fail to perform or otherwise comply with certain of our covenants or other agreements under the Amended Credit Agreement, it would result in an event of default under the Amended Credit Agreement, which could result in some or all of any indebtedness we may take on becoming immediately due and payable.

Amounts outstanding bear interest at a rate equal to either (1) the Base Rate (which is the greater of the Federal Funds Rate (as defined in the Amended Credit Agreement) and the Prime Rate (as defined in the Amended Credit Agreement)), (2) the Daily Simple SOFR (as defined in the Amended Credit Agreement) or (3) Term SOFR (as defined in the Amended Credit Agreement), plus, in each case, an interest rate margin, which is determined quarterly based on our Consolidated Total Leverage Ratio, in accordance with the following thresholds:

Pricing Level Consolidated Total Leverage Ratio Interest Margin applicable to Daily Simple SOFR/Term SOFR Interest Margin applicable to Base Rate

Greater than or equal to 2.50 to 1.00

2.25 percentage points 1.25 percentage points

Greater than or equal to 1.75 to 1.00, but less than 2.50 to 1.00 2.00 percentage points 1.00 percentage points

Greater than or equal to 1.00 to 1.00, but less than 1.75 to 1.00

1.75 percentage points 0.75 percentage points

IV Less than 1.00 to 1.00 1.50 percentage points 0.50 percentage points

In addition, we are charged monthly in arrears an unused commitment fee of 0.25% to 0.35% per annum on any unused portion of the revolving credit facility based on the Company's Consolidated Total Leverage Ratio.

The Amended Credit Agreement restricts certain types of transactions when the Company’s Consolidated Total Leverage Ratio, after giving pro forma effect thereto, exceeds 2.75 to 1.00.

The Amended Credit Agreement continues to contain other customary affirmative and negative covenants as well as events of default.

We enter into various contractual arrangements for the right to use facilities, vehicles and equipment.

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Current operating lease liabilities were $ 26,128 and $ 21,981 , respectively, as of September 30, 2025 and 2024, and current finance lease liabilities were $ 4,198 and $ 4,563 , respectively, as of September 30, 2025 and 2024.

Current operating and finance lease

liabilities were included in " Accounts payable and accrued expenses " in the Consolidated Balance Sheets as of September 30, 2024 and 2023.

Current operating and finance lease liabilities were included in " Accounts payable and accrued expenses " in the Consolidated Balance Sheets as of September 30, 2025 and 2024.

Non-current finance lease liabilities and finance lease right-of-use assets were included in the "Other non-current liabilities" and "Other non-current assets", respectively, in the Consolidated Balance Sheets.

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2025 2024 2023

Provision at the federal statutory rate $ 63,980 $ 33,295 $ 11,130

Provision at the federal statutory rate, including equity method investments $ 85,817 $ 63,980 $ 33,295

Increase resulting from:

1 unchanged sentence

State income taxes, net of federal deduction 14,325 11,952 6,338

Executive compensation, including stock incentives 4,518 2,050 383

Contingent tax liabilities

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Contingent tax liabilities ( 9,671 ) ( 5,521 ) —

Component 2 goodwill utilization — — ( 812 )

Other — — ( 486 )

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Property and equipment 18,182 10,319

Intangible assets — 9,984

Lease liability 18,832 15,475

Equity method investments 3,275 —

Other 2,769 999

1 unchanged sentence

Net deferred income tax assets $ 16,055 $ 22,458

In fiscal 2024 and 2023, the valuation allowance on our deferred tax assets increased by $ 138 and decreased by $ 52 , respectively, which is included in “Provision for income taxes” in our Consolidated Statements of Comprehensive Income.

In fiscal 2025 and 2024, the valuation allowance on our deferred tax assets decreased by $ 72 and increased by $ 138 , respectively, which is included in “Provision for income taxes” in our Consolidated Statements of Comprehensive Income.

As of September 30, 2025, we had available approximately $ 3,785 of federal net tax operating loss carry forward for federal income tax purposes.

This carry forward, which may provide future tax benefits, is subject to an annual limitation of $ 709 under Section 382 of the Internal Revenue Code and will begin to expire in 2029.

As of September 30, 2024, we had available approximately $ 40,085 state net tax operating loss carry forwards, including $ 1,665 from net operating losses on which no tax benefit has been recognized and has not been recorded as a deferred tax asset.

The significant majority of these carry forwards, which may provide future tax benefits, will not begin to expire until 2026.

As of September 30, 2025, we had available approximately $ 41,689 state net tax operating loss carry forwards, which will begin to expire in 2026.

We have provided valuation allowances on all net operating losses where it is determined it is more likely than not that they will expire without being utilized.

In assessing the realizability of deferred tax assets at September 30, 2024, we considered whether it was more likely than not that some portion or all of the deferred tax assets will not be realized.

Our realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which these temporary differences become deductible.

As a result, we have recorded a net deferred tax asset of $ 22,458 on our Consolidated Balance Sheets.

We will continue to evaluate the appropriateness of our remaining deferred tax assets and need for valuation allowances on a quarterly basis.

GAAP requires financial statement reporting of the expected future tax consequences of uncertain tax return reporting positions on the presumption that all relevant tax authorities possess full knowledge of those tax reporting positions, as well as all of the pertinent facts and circumstances, but it prohibits discounting of any of the related tax effects for the time value of money.

The evaluation of a tax position is a two-step process.

The first step is the recognition process to determine if it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authority, based on the technical merits of the position.

The second step is a measurement process whereby a tax position that meets the more likely than not recognition threshold is calculated to determine the amount of benefit/expense to recognize in the financial statements.

The tax position is measured at the largest amount of benefit/expense that is more likely than not of being realized upon ultimate settlement.

A reconciliation of the beginning and ending balances of unrecognized tax benefit is as follows:

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Balance at end of period $ 5,975 $ 16,881

As of September 30, 2024 and 2023, $ 16,881 and $ 22,347 , respectively, of unrecognized tax benefits would result in a decrease in the provision for income tax expense.

We anticipate that approximately $ 10,792 in liabilities for unrecognized tax benefits, including accrued interest, primarily from net operating losses on which no tax benefit has been recognized, may be reversed in the next twelve months.

The reversal is predominantly due to the expiration of the statutes of limitation for unrecognized tax benefits.

As of September 30, 2025 and 2024, there are $ 5,637 and $ 16,881 , respectively, of unrecognized tax benefits that, if recognized, would affect the annual effective tax rate.

We anticipate that approximately $ 2,855 in liabilities for unrecognized tax benefits, including accrued interest, may be reversed in the next twelve months.

The reversal is predominantly due to the expiration of the statute of limitation for unrecognized tax benefits.

We had approximately $ 1,017 and $ 1,452 accrued for the payment of interest and penalties at September 30, 2025 and 2024, respectively.

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The tax years ended September 30, 2021, and forward are subject to state audits as are tax years prior to September 30, 2021, to the extent of unutilized net operating losses generated in those years.

On July 4, 2025, the U.S.

enacted the One Big Beautiful Bill Act (the “Act”), a comprehensive legislative package that includes significant changes to federal tax policy.

The Act, among other corporate provisions, includes the permanent extension of 100% bonus depreciation and the repeal of mandatory capitalization of domestic research and experimental expenditures.

For the year ended September 30, 2025, there were no material impacts to earnings resulting from the Act.

OPERATING SEGMENTS

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These segments are reflective of how the Company’s CODM reviews operating results for the purposes of allocating resources and assessing performance.

The CODM primarily uses “Income (loss) from operations” for each operating segment to assess performance and decide how to allocate resources.

Investment gains and losses and certain other corporate income and expense items are not considered in assessing the financial performance of operating businesses.

In evaluating performance of the operating businesses, the CODM may compare actual income from operations for a segment to its forecast or prior year results.

The Company’s CODM is its Chief Executive Officer.

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Contingent consideration — — 1,145 — — 1,145

Gain on sale of assets ( 18 ) ( 1,354 ) ( 184 ) ( 114 ) ( 14 ) ( 1,684 )

Loss (gain) on sale of assets ( 89 ) ( 132 ) 97 ( 31 ) — ( 155 )

Income (loss) from operations $ 166,505 $ 103,792 $ 118,467 $ 47,259 $ ( 52,494 ) $ 383,529

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Contingent consideration — 36 678 — — 714

Loss (gain) on sale of assets 12 69 ( 1,029 ) ( 13,198 ) 7 ( 14,139 )

Gain on sale of assets ( 18 ) ( 1,354 ) ( 184 ) ( 114 ) ( 14 ) ( 1,684 )

Income (loss) from operations $ 86,896 $ 137,347 $ 67,465 $ 41,396 $ ( 32,228 ) $ 300,876

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The Company’s 2006 Equity Incentive Plan, as amended and restated (the “Equity Incentive Plan”), provides for grants of stock options as well as grants of stock, including restricted stock.

Approximately 3.0 million shares of common stock are authorized for issuance under the Equity Incentive Plan, of which approximately 581,169 shares were available for issuance at September 30, 2024.

The Equity Incentive Plan was amended and restated effective February 20, 2025 following approval by stockholders at the Company's 2025 Annual Meeting of Stockholders to, among other things, authorize the issuance of an additional 750,000 shares under the Equity Incentive Plan and extend its term to February 19, 2035.

As of September 30, 2025, approximately 1,265,801 shares were available for issuance under the Equity Incentive Plan.

We measure and record compensation expense for all share-based payment awards based on the fair value of the awards granted at the date of grant.

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On July 31, 2024, the Board authorized a new $ 200,000 stock repurchase program after the $ 40,000 stock repurchase program was fully utilized.

Share purchases are made for cash

in open market transactions at prevailing market prices or in privately negotiated transactions or otherwise.

Share purchases are made for cash in open market transactions at prevailing market prices or in privately negotiated transactions or otherwise.

The timing and amount of purchases under the program are determined based upon prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

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Treasury Stock

During the year ended September 30, 2024, we issued 104,600 shares of treasury stock to employees and repurchased 40,308 shares of common stock from our employees to satisfy statutory tax withholding requirements upon the vesting of certain performance phantom stock units under the Equity Incentive Plan.

During the year ended September 30, 2025, we issued 94,799 shares of treasury stock to employees and repurchased 38,744 shares of common stock from our employees to satisfy statutory tax withholding requirements upon the vesting of certain performance phantom

stock units under the Equity Incentive Plan.

We also repurchased 173,262 shares of common stock on the open market pursuant to our stock repurchase program.

During the year ended September 30, 2024, we issued 2,500 shares of treasury stock to satisfy the exercise of outstanding options, of which 56 shares were repurchased to pay the exercise price of options.

We had no outstanding unexercised stock options remaining as of September 30, 2024.

We also repurchased 224,013 shares of common stock on the open market pursuant to our stock repurchase program, and 266 shares of restricted stock awards were forfeited by former employees and returned to treasury stock.

During the year ended September 30, 2023, we issued 3,000 unrestricted shares to satisfy the exercise of outstanding options.

We also repurchased 289,284 shares of common stock on the open market pursuant to our stock repurchase program.

During the year ended September 30, 2024, we issued 2,500 unrestricted shares to satisfy the exercise of outstanding options, of which 56 shares were repurchased to pay the exercise price of options.

Restricted Stock

We did not have any unvested restricted stock awards outstanding or related activity during the year ended September 30, 2024.

A summary of restricted stock awards for the years ended September 30, 2023 and 2022 is provided in the table below:

We did not have any unvested restricted stock awards outstanding or related activity during the years ended September 30, 2025 and 2024.

A summary of restricted stock awards for the year ended September 30, 2023 is provided in the table below:

Year Ended September 30,

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Unvested at end of year —

The fair value of shares vesting during the years ended September 30, 2023 and 2022 was $ 461 and $ 150 , respectively.

The fair value of shares vesting during the year ended September 30, 2023 was $ 461 .

Fair value was calculated as the number of shares vested times the market price of shares on the date of vesting.

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A summary of Employee PSU activity for the year ended September 30, 2025, which are subject to the achievement of certain performance metrics, is provided in the table below:

Shares Weighted-Average Grant Date Fair Value

Unvested at September 30, 2024

300,301 $ 47.72

Granted 103,599 248.33

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Unvested at September 30 , 2025

306,755 $ 118.04

A summary of the compensation expense related to our stock awards recognized during the years ended September 30, 2025, 2024 and 2023 is provided in the table below:

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On August 1, 2024, the Company entered into an amendment of the sublease agreement to extend the term of the agreement through September 30, 2025, effective September 1, 2024.

On August 1, 2025, the Company entered into an amendment of the sublease agreement to extend the term of the agreement through September 30, 2026.

Payments by the Company are at a rate consistent with that paid by Tontine Associates to its landlord.

See Note 3, “Con trolling Shareholder” for additional information regarding Tontine.

See Note 3, “Controlling Shareholder” for additional information regarding Tontine.

EMPLOYEE BENEFIT PLANS

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As of December 31, 2024, this plan was funded at 95.02 %.

Investments in Marketable Securities

Investments in marketable equity and debt securities classified as trading securities, which were included in “Marketable securities” in our Consolidated Balance Sheets, are measured at fair value on a recurring basis and classified within Level 1 of the fair value hierarchy, because we use quoted prices of identical assets in active markets.

For more information, refer to Note 16, “Fair Value Measurements.” The balance of our marketable securities was as follows:

September 30,

Marketable equity securities 104,587 31,639

Marketable debt securities — 3,364

Marketable securities 104,587 35,003

Gains and losses to measure our investments in marketable equity and debt securities at fair value were included in “Other income, net” on our Consolidated Statements of Comprehensive Income.

Our unrealized net gains (losses), which are calculated as total net gains (losses) recognized during the period less net gains (losses) recognized on securities sold during the period, were as follows:

Year Ended September 30,

2025 2024 2023

Unrealized gain on equity securities $ 7,485 $ 1,492 $ —

Unrealized gain on debt securities — 297 —

Total unrealized gain on trading securities $ 7,485 $ 1,789 $ —

Equity Method Investments

On December 2, 2024, we paid $ 44,900 to acquire a 12.5 % membership interest in Jett Texas Company LLC (“Jett”), an investment company, as part of the financing of Jett's investment in the CB&I storage solutions business, a designer and builder of storage facilities, tanks and terminals for energy and industrial markets.

Our investment, which was included in “Investments” on our Consolidated Balance Sheets, is measured using the equity method of accounting, wherein the carrying value of our investment is initially recorded at cost basis and subsequently adjusted for our proportionate share of earnings or losses, additional investments, and distributions.

We recorded $ 14,762 in earnings from our investment in Jett for the year ended September 30 , 2025 , and the carrying value of our investment in Jett was $ 59,662 at September 30 , 2025 .

FAIR VALUE MEASUREMENTS

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Equity securities $ 104,587 $ 104,587 $ —

Debt securities classified as trading securities 3,364 3,364 —

Executive savings plan assets 1,120 1,120 —

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Total Fair Value Quoted Prices (Level 1) Significant Unobservable (Level 3)

Equity securities $ 31,639 $ 31,639 $ —

Debt securities classified as trading securities 3,364 3,364 —

Executive savings plan assets 986 986 —

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Total $ 31,669 $ 35,137 $ ( 3,468 )

Investments in equity securities and debt securities, all of which are classified as trading securities and mature after one year and before five years at September 30, 2024, were included in “Marketable securities” in our Consolidated Balance Sheets.

Gains and losses to measure our investments in equity and debt securities at fair value were included in Other (income) expense, net in our Consolidated Statements of Comprehensive Income.

Year Ended September 30,

2024 2023 2022

Unrealized gain on equity securities $ 1,492 $ — $ —

Unrealized gain on debt securities 297 — —

Total unrealized gain on trading securities $ 1,789 $ — $ —

On April 1, 2024 , we entered into a contingent consideration arrangement valued at $ 2,790 in connection with the acquisition of Greiner Industries, Inc.

For more information, refer to Note 19, “Business Combinations and Divestitures.” The contingent consideration obligation related to Bayonet, which was acquired in fiscal year 2021, was settled in cash for $ 4,500 in December 2023.

Net adjustments to fair value of such liabilities were included in Contingent consideration in our Consolidated Statements of Comprehensive Income.

The table below presents the fair value of this obligation, which used significant unobservable inputs (Level 3).

A portion of the contingent consideration obligation related to Greiner was settled in cash for $ 2,500 in September 2025.

The fair value of this liability, which was included in “Accounts payable and accrued expenses” in our Consolidated Balance Sheets, is measured on a recurring basis classified within Level 3 of the fair value hierarchy.

The contingent consideration obligation related to Bayonet, which was acquired in fiscal year 2021, was settled in cash for $ 4,500 in December 2023.

Net adjustments to fair value of such liabilities related to Greiner and Bayonet were included in Contingent consideration in our Consolidated Statements of Comprehensive Income.

The table below presents the change in fair value of liabilities measured using significant unobservable inputs (Level 3).

Contingent Consideration Agreement

Fair value at September 30, 2023 $ ( 4,465 )

Acquisitions ( 2,790 )

Net adjustments to fair value $ ( 713 )

Settlements 4,500

Fair value at September 30, 2024 $ ( 3,468 )

Acquisitions ( 2,790 )

Net adjustments to fair value ( 1,145 )

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The following summarizes changes in the carrying value of goodwill by segment during the year ended September 30, 2025:

The carrying value of goodwill was unchanged during the year ended September 30, 2023.

Communications Residential Infrastructure Solutions Commercial & Industrial Total

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Customer relationships 1 - 15 98,372 ( 66,024 ) 32,348

Non-competition arrangements 5 940 ( 31 ) 909

Backlog and construction contracts 1 - 2 1,257 ( 678 ) 579

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Customer relationships 1 - 15 92,796 ( 54,478 ) 38,318

Non-competition arrangements 5 40 ( 40 ) —

Backlog and construction contracts 1 - 2 750 ( 214 ) 536

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For the years ended September 30, 2025, 2024 and 2023, amortization expense of intangible assets was $ 13,646 , $ 13,200 and $ 13,684 , respectively.

Our estimated future amortization expense for years ending September 30 is as follows:

Our estimated future amortization expense is as follows:

Year Ending September 30,

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In the course of performing work as a subcontractor, from time to time we may be involved in projects which are the subject of contractual disputes between the general contractor and project owner, or between us and the general contractor.

In such cases,

payment of amounts owed to us by the general contractor may be delayed as contractual disputes are resolved through mediation, arbitration, or litigation.

In such cases, payment of amounts owed to us by the general contractor may be delayed as contractual disputes are resolved through mediation, arbitration, or litigation.

Such disputes may cause us to incur legal fees and other expenses to enforce our contractual rights, and we may not prevail in recovering all amounts to which we believe we are contractually entitled.

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At September 30, 2025 and 2024, we had $ 12,131 and $ 11,158 , respectively, accrued for self-insurance liabilities.

We are also subject to construction defect liabilities, primarily within our Residential segment.

Because these accruals are based on judgment and estimates, and involve variables that are inherently uncertain, such as the outcome of litigation and an assessment of insurance coverage, there can be no assurance that the ultimate liability will not be higher or lower than such estimates.

Because the reserves are based on judgment and estimates, and involve variables that are inherently uncertain, such as the outcome of litigation and an assessment of insurance coverage, there can be no assurance that the ultimate liability will not be higher or lower than such estimates.

Some of the underwriters of our casualty insurance program require us to post letters of credit as collateral.

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We believe the bonding capacity presently provided by our current sureties is adequate for our current operations and will be adequate for our operations for the foreseeable future.

Posting letters of credit in favor of our sureties reduces the borrowing availability under our revolving credit facility.

Other Commitments and Contingencies

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From time to time, we may enter into firm purchase commitments for materials, such as copper or aluminum wire, which we expect to use in the ordinary course of business.

These commitments are typically for terms of less than one year and require us to buy minimum quantities of materials at specific intervals at a fixed price over the term.

As of September 30, 2024, we did not have any such firm commitments to purchase materials.

These commitments are typically for terms of less than one year and require us to buy minimum

quantities of materials at specific intervals at a fixed price over the term.

As of September 30, 2025, we had firm commitments of $13,413 outstanding under agreements to purchase materials over the next 12 months in the ordinary course of business.

BUSINESS COMBINATIONS AND DIVESTITURES

Business Combinations

On April 1, 2024 , the Company acquired 100 % of the equity interests of Greiner Industries, Inc.

("Greiner"), a Mount Joy, Pennsylvania-based structural steel fabrication and services company for an aggregate total purchase price of $ 70,334 .

Greiner is part of our Infrastructure Solutions segment and continues to operate under the Greiner name.

The acquisition of Greiner expands our geographic footprint, adds custom structural steel fabrication to our product offerings, and provides additional capacity for our existing custom engineered product offerings.

In addition to cash consideration, net of cash acquired, of $ 67,544 , the aggregate purchase price also includes contingent consideration of up to $ 5,000 upon achievement of certain future earnings targets, which was valued at $ 2,790 as of the date of the acquisition.

The fair value of the total consideration for this transaction remains subject to post-closing adjustments as of the date of this Annual Report on Form 10-K.

The Company accounted for the transaction under the acquisition method of accounting, which requires recording assets and liabilities at fair value (Level 3).

The total purchase price, and the allocation thereof to the assets acquired and liabilities assumed, is preliminary and subject to change pending the finalization of post-closing working capital adjustments.

The preliminary valuation of the assets acquired and liabilities assumed is as follows:

The Company completed three acquisitions during the year ended September 30 , 2025 for total aggregate cash consideration of $ 51,826 .

• Arrow Engine Company (“Arrow”) - On January 31, 2025, we acquired 100% of the equity interests of Arrow, a Tulsa, Oklahoma-based provider of engines, generator sets, compressors, and replacement parts primarily for the natural gas production market, from TriMas Corporation.

Arrow is part of our Infrastructure Solutions segment and continues to operate under the Arrow name.

• Qypsys, LLC (“Qypsys”) - On July 31, 2025, we acquired 100% of the equity interests of Qypsys, a Tampa, Florida-based provider of wireless network infrastructure, including fiber-based LANs and flexible cellular coverage solutions such as distributed antenna systems.

Qypsys is part of our Communications segment and continues to operate under the Qypsys name.

• Wisconsin Heavy Fabrication (“WHF”) - On September 8, 2025, we acquired certain assets comprising an industrial fabrication business in Manitowoc, Wisconsin from Broadwind, Inc., and formed WHF, a new 100% owned subsidiary of our Infrastructure Solutions segment.

This acquisition expands manufacturing capacity for our Custom Engineered Solutions business.

The Company accounted for the transactions under the acquisition method of accounting, which requires recording assets and liabilities at fair value (Level 3).

The valuation of the assets acquired and liabilities assumed is as follows:

Trade receivables

Inventories 13,957

Other current assets

Operating right of use assets 15,744

Property and equipment 13,490

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Current liabilities ( 6,909 )

Operating long-term lease liabilities ( 12,946 )

Other non-current liabilities ( 1,189 )

Net assets acquired $ 51,826

In connection with this acquisition, we acquired goodwill of $ 1,565 , all of which is tax deductible, attributable to an assembled workforce and other intangibles that do not qualify for separate recognition.

The intangible assets acquired primarily consisted of customer relationships, backlog and trade name with a total weighted-average amortization period of 3.5 years.

Greiner contributed $ 34,038 in revenue and $ 2,489 in operating income during the year ended September 30 , 2024 .

We completed no acquisitions in fiscal years 2023 and 2022.

In connection with these acquisitions, we acquired goodwill of $ 13,870 , of which $ 12,512 is tax deductible, attributable to an assembled workforce and other intangibles that do not qualify for separate recognition.

The intangible assets acquired primarily consisted of customer relationships, backlog, trade names and non-competition agreements with a total weighted-average amortization period of 7.99 years.

These acquisitions contributed $ 17,478 in revenue and $ 1,910 in operating income during the year ended September 30 , 2025 .

On April 1, 2024, the Company acquired 100 % of the equity interests of Greiner, a Mount Joy, Pennsylvania-based structural steel fabrication and services company for an aggregate total purchase price of $ 70,334 .

Greiner is part of our Infrastructure Solutions segment and continues to operate under the Greiner name.

In addition to cash consideration, net of cash acquired, of $ 67,544 , the aggregate purchase price also included contingent consideration of up to $ 5,000 upon achievement of certain future earnings targets, which was valued at $ 2,790 as of the date of the acquisition.

We completed no acquisitions in fiscal year 2023.

We completed no divestitures in fiscal years 2025 and 2024.

On October 7, 2022, we sold 100 % of the membership interests of STR Mechanical, LLC and its subsidiary Technical Services II, LLC (collectively, “STR”).

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SUBSEQUENT EVENTS

On October 4, 2024 , we entered into a funding commitment to join a consortium led by Mason Capital Management LLC to acquire the CB&I storage solutions business, a designer and builder of storage facilities, tanks and terminals for energy and industrial markets, from McDermott International, Ltd.

Upon close of the transaction, which we expect to occur by the end of calendar year 2024, we expect to make a cash payment of approximately $ 45 million, subject to customary closing adjustments.

On November 7, 2025 , we entered into a definitive agreement with Gulf Island Fabrication, Inc.

(“Gulf Island”) (NASDAQ:

GIFI) providing for our acquisition of Gulf Island, a steel fabricator and service provider to the industrial, energy and government sectors.

Under the terms of the agreement, we will pay $ 12.00 in cash per Gulf Island share, or an aggregate equity value of approximately $ 192 million.

The transaction is currently expected to close in the quarter ending March 31, 2026 subject to Gulf Island shareholder approval, regulatory approvals (including clearance under the Hart-Scott-Rodino Antitrust Improvements Act) and other customary closing conditions.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data