What changed in this filing

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Item 1. Financial Statements

2026-08-04 compared with 2026-05-05 · 204 added, 102 removed, 568 unchanged (35% of the section changed)

2 unchanged sentences

Consolidated Statements of Operations

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

(In thousands, except per share amounts)

6 unchanged sentences

Total cost of revenue 775,819 676,513 1,188,723 1,039,579

( 2,772 ) ( 9,595 )

Gross profit 162,768 157,246 159,995 147,652

Selling, general and administrative expenses 81,654 69,170 165,115 142,228

Operating loss ( 86,233 ) ( 82,653 )

Operating income (loss) 81,114 88,076 ( 5,120 ) 5,424

Interest expense 24,563 22,335 45,304 37,598

Other (expense) income

( 632 ) 4,567

Loss before income taxes ( 107,606 ) ( 93,349 )

Income tax benefit ( 28,430 ) ( 24,639 )

Net loss $ ( 79,176 ) $ ( 68,710 )

Net loss per share

Other income 3,293 2,207 2,662 6,773

Income (loss) before income taxes 59,844 67,948 ( 47,762 ) ( 25,401 )

Income tax expense (benefit) 15,961 17,345 ( 12,469 ) ( 7,294 )

Net income (loss) $ 43,883 $ 50,603 $ ( 35,293 ) $ ( 18,107 )

Net income (loss) per share

Basic $ 0.77 $ 0.89 $ ( 0.62 ) $ ( 0.32 )

6 unchanged sentences

Consolidated Statements of Comprehensive Income

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

(In thousands)

Net loss $ ( 79,176 ) $ ( 68,710 )

Net income (loss) $ 43,883 $ 50,603 $ ( 35,293 ) $ ( 18,107 )

Other comprehensive income:

Postretirement liability adjustment:

Amortization of postretirement liability losses included in net periodic benefit cost, net of tax of $ 41 and $ 20 for the three months ended March 31, 2026 and 2025, respectively.

Amortization of postretirement liability losses included in net periodic benefit cost, net of tax of $ 41 and $ 20 for the three months ended and $ 82 and $ 40 for the six months ended June 30, 2026 and 2025, respectively.

127 64 254 127

Postretirement liability adjustment 127 64 254 127

Other comprehensive income 127 64 254 127

Comprehensive loss attributable to common stockholders

$ ( 79,049 ) $ ( 68,647 )

Comprehensive income (loss) attributable to common stockholders $ 44,010 $ 50,667 $ ( 35,039 ) $ ( 17,980 )

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

1 unchanged sentence

Consolidated Balance Sheets

March 31, 2026 March 31, 2025 December 31, 2025

June 30, 2026 June 30, 2025 December 31, 2025

(In thousands, except shares and per share amounts)

36 unchanged sentences

Stockholders' equity:

Common stock, 300,000,000 shares authorized, $ 0.01 par value, 57,184,991 shares issued and 56,753,855 shares outstanding at March 31, 2026;

57,083,497 shares issued and 56,652,361 shares outstanding at March 31, 2025;

Common stock, 300,000,000 shares authorized, $ 0.01 par value, 57,194,556 shares issued and 56,763,420 shares outstanding at June 30, 2026;

57,095,301 shares issued and 56,664,165 shares outstanding at June 30, 2025;

57,095,301 shares issued and 56,664,165 shares outstanding at December 31, 2025

22 unchanged sentences

At March 31, 2026 57,184,991 $ 572 $ 627,070 $ 945,444 ( 431,136 ) $ ( 3,626 ) $ ( 10,135 ) $ 1,559,325

— — — 43,883 — — — 43,883

Other comprehensive income

— — — — — — 127 127

Stock-based compensation expense

— — 2,553 — — — — 2,553

Common stock issued for board of director fees

9,565 — — — — — — —

At June 30, 2026 57,194,556 $ 572 $ 629,623 $ 989,327 ( 431,136 ) $ ( 3,626 ) $ ( 10,008 ) $ 1,605,888

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

14 unchanged sentences

57,083,497 $ 571 $ 621,042 $ 798,836 ( 431,136 ) $ ( 3,626 ) $ ( 9,239 ) $ 1,407,584

— — — 50,603 — — — 50,603

Other comprehensive income

— — — — — — 64 64

Stock-based compensation expense

— — 2,866 — — — — 2,866

Common stock issued for board of director fees

11,804 — — — — — — —

At June 30, 2025 57,095,301 $ 571 $ 623,908 $ 849,439 ( 431,136 ) $ ( 3,626 ) $ ( 9,175 ) $ 1,461,117

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

1 unchanged sentence

Consolidated Statements of Cash Flows

Three Months Ended

Six Months Ended

(In thousands)

8 unchanged sentences

Pension and postretirement benefit plan net periodic benefit cost 928 714

Unrealized losses on investments 760 692

Unrealized gains on investments ( 2,343 ) ( 1,050 )

Gains on sales of assets ( 2,630 ) ( 12,737 )

Gain on bargain purchase

Equity in (losses) earnings of unconsolidated affiliates ( 165 ) 15

Gains on bargain purchases ( 235 ) ( 3,547 )

Equity in earnings of unconsolidated affiliates ( 656 ) ( 203 )

Changes in current assets and liabilities, net of acquisitions:

27 unchanged sentences

Financial Statements

March 31, 2026 and 2025

June 30, 2026 and 2025

Note 1 - Background

17 unchanged sentences

Prior years quarters were not revised.

Management has also evaluated the impact of events occurring after March 31, 2026, up to the date of issuance of these consolidated interim financial statements on May 5, 2026, that would require recognition or disclosure in the Consolidated Financial Statements.

Management has also evaluated the impact of events occurring after June 30, 2026, up to the date of issuance of these consolidated interim financial statements on August 4, 2026, that would require recognition or disclosure in the Consolidated Financial Statements.

Principles of consolidation

4 unchanged sentences

Estimates are used for items such as long-lived assets and goodwill;

fair values of acquired assets and liabilities under the acquisition method of accounting;

fair values of acquired assets and liabilities assumed under the acquisition method of accounting;

aggregate reserves;

16 unchanged sentences

Cash, cash equivalents and restricted cash on the Consolidated Balance Sheets is comprised of:

March 31, 2026 March 31, 2025 December 31, 2025

June 30, 2026 June 30, 2025 December 31, 2025

(In thousands)

10 unchanged sentences

The following table provides a brief description of the accounting pronouncements applicable to us and the potential impact on our consolidated financial statements and/or disclosures:

Standard Description Standard Effective Date Impact on financial statements/disclosures

Recently issued ASU's not yet adopted

14 unchanged sentences

A majority of our receivables are due in 30 days or less.

The total balance of receivables past due 90 days or more was $ 23.2 million, $ 27.3 million and $ 15.3 million at March 31, 2026, March 31, 2025 and December 31, 2025, respectively.

The total balance of receivables past due 90 days or more was $ 17.2 million, $ 17.2 million and $ 15.3 million at June 30, 2026, June 30, 2025 and December 31, 2025, respectively.

Receivables were as follows:

March 31, 2026 March 31, 2025 December 31, 2025

June 30, 2026 June 30, 2025 December 31, 2025

(In thousands)

7 unchanged sentences

current conditions;

and reasonable and supportable future forecasts, among other specific account data, and is performed at least quarterly.

and reasonable and supportable future forecasts, among other specific account data, and is

performed at least quarterly.

We develop and document our methodology to determine our allowance for expected credit losses.

Risk characteristics used by management may include customer mix, knowledge of customers and general economic conditions of

the various local economies, among others.

Risk characteristics used by management may include customer mix, knowledge of customers and general economic conditions of the various local economies, among others.

Specific account balances are written off when management determines the amounts to be uncollectible.

10 unchanged sentences

$ 2,298 $ 188 $ 1,661 $ 908 $ 5,055

Current expected credit loss provision 306 132 93 58 589

Less write-offs charged against the allowance 43 40 7 6 96

At June 30, 2026 $ 2,561 $ 280 $ 1,747 $ 960 $ 5,548

West Mountain Central Energy Services Total

5 unchanged sentences

$ 2,405 $ 814 $ 933 $ 166 $ 4,318

Current expected credit loss provision 81 86 147 ( 208 ) 106

Less write-offs charged against the allowance 32 10 ( 5 ) ( 208 ) ( 171 )

At June 30, 2025 $ 2,454 $ 890 $ 1,085 $ 166 $ 4,595

Note 5 - Inventories

Inventories on the Consolidated Balance Sheets were as follows:

March 31, 2026 March 31, 2025 December 31, 2025

June 30, 2026 June 30, 2025 December 31, 2025

(In thousands)

7 unchanged sentences

Stripping costs incurred during the production phase, which represent costs of removing overburden and waste materials to access mineral deposits, are a component of inventoriable production costs.

Note 6 - Net Loss Per Share

Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the applicable period.

Diluted earnings per share is computed by dividing net loss by the total of the weighted average number of shares of common stock outstanding during the applicable period, plus the effect of non-vested performance shares and restricted stock units.

Note 6 - Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the applicable period.

Diluted earnings per share is computed by dividing net income by the total of the weighted average number of shares of common stock outstanding during the applicable period, plus the effect of non-vested performance shares and restricted stock units.

Our potentially dilutive securities have been excluded from the computation of diluted net loss per share as the effect would reduce the net loss per share and is considered antidilutive.

Basic and diluted net loss per share are calculated as follows, based on a reconciliation of the weighted-average common shares outstanding on a basic and diluted basis:

Three Months Ended

Basic and diluted net income (loss) per share are calculated as follows, based on a reconciliation of the weighted-average common shares outstanding on a basic and diluted basis:

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

(In thousands, except per share amounts)

Net loss $ ( 79,176 ) $ ( 68,710 )

Net income (loss) $ 43,883 $ 50,603 $ ( 35,293 ) $ ( 18,107 )

Weighted average common shares outstanding - basic 56,758 56,657 56,734 56,642

1 unchanged sentence

Weighted average common shares outstanding - diluted 56,878 56,912 56,734 56,642

Shares excluded from the calculation of diluted loss per share

Net loss per share-basic $ ( 1.40 ) $ ( 1.21 )

Net loss per share-diluted $ ( 1.40 ) $ ( 1.21 )

Shares excluded from the calculation of diluted income (loss) per share 10 — 114 263

Net income (loss) per share - basic $ 0.77 $ 0.89 $ ( 0.62 ) $ ( 0.32 )

Net income (loss) per share - diluted $ 0.77 $ 0.89 $ ( 0.62 ) $ ( 0.32 )

Note 7 - Accumulated Other Comprehensive Loss

1 unchanged sentence

The only component of other comprehensive income (loss) is the amortization of postretirement liability losses for our benefit plans.

As of March 31, 2026 and 2025, and December 31, 2025, accumulated other comprehensive loss was $ 10.1 million, $ 9.2 million and $ 10.3 million, respectively.

For the three months ended March 31, 2026 and 2025, we amortized $ 127,000 and $ 63,000 , respectively, of expense into other income, and $ 41,000 and $ 20,000 , respectively, into income taxes.

As of June 30, 2026 and 2025, and December 31, 2025, accumulated other comprehensive loss was $ 10.0 million, $ 9.2 million and $ 10.3 million, respectively.

For the three months ended June 30, 2026 and 2025, we amortized $ 127,000 and $ 64,000 , respectively, of expense into other income, and $ 41,000 and $ 20,000 , respectively, into income taxes.

For the six months ended June 30, 2026 and 2025, we amortized $ 254,000 and $ 127,000 , respectively, of expense into other income, and $ 82,000 and $ 40,000 , respectively, into income taxes.

Note 8 - Revenue from Contracts with Customers

11 unchanged sentences

For more information on the Company’s reportable segments, see Note 15.

Three Months Ended March 31, 2026 West Mountain Central Energy Services Corporate Services and Eliminations Total

Three Months Ended June 30, 2026 West Mountain Central Energy Services Corporate Services and Eliminations Total

(In thousands)

10 unchanged sentences

$ 289,523 $ 236,486 $ 325,367 $ 86,916 $ 295 $ 938,587

Three Months Ended March 31, 2025 West Mountain Central Energy Services Corporate Services and Eliminations Total

Three Months Ended June 30, 2025 West Mountain Central Energy Services Corporate Services and Eliminations Total

(In thousands)

10 unchanged sentences

$ 317,195 $ 176,121 $ 255,062 $ 85,146 $ 235 $ 833,759

Six Months Ended June 30, 2026 West Mountain Central Energy Services Corporate Services and Eliminations Total

(In thousands)

Aggregates $ 144,744 $ 49,763 $ 103,698 $ — $ — $ 298,205

Ready-mix concrete 162,166 65,354 153,763 — — 381,283

Asphalt 51,893 45,405 57,185 — — 154,483

Liquid asphalt

— — — 109,543 — 109,543

Other 83,903 1,203 17,717 19,702 7,849 130,374

Contracting services public-sector 123,286 153,000 158,370 — — 434,656

Contracting services private-sector 42,299 61,191 16,123 — — 119,613

Internal sales ( 107,784 ) ( 58,195 ) ( 80,295 ) ( 25,751 ) ( 7,414 ) ( 279,439 )

Revenues from contracts with customers

$ 500,507 $ 317,721 $ 426,561 $ 103,494 $ 435 $ 1,348,718

Six Months Ended June 30, 2025 West Mountain Central Energy Services Corporate Services and Eliminations Total

(In thousands)

Aggregates $ 131,087 $ 37,393 $ 78,868 $ — $ — $ 247,348

Ready-mix concrete 159,732 48,793 105,914 — — 314,439

Asphalt 47,411 29,290 50,266 — — 126,967

Liquid asphalt

— — — 98,122 — 98,122

Other 83,683 5 15,016 17,214 7,123 123,041

Contracting services public-sector 127,231 117,105 125,528 — — 369,864

Contracting services private-sector 61,528 41,591 7,265 — — 110,384

Internal sales ( 85,459 ) ( 32,063 ) ( 59,953 ) ( 18,645 ) ( 6,814 ) ( 202,934 )

Revenues from contracts with customers

$ 525,213 $ 242,114 $ 322,904 $ 96,691 $ 309 $ 1,187,231

Note 9 - Uncompleted Contracts

9 unchanged sentences

The changes in contract assets and liabilities were as follows:

March 31, 2026 December 31, 2025 Change

June 30, 2026 December 31, 2025 Change

(In thousands)

Contract assets $ 121,925 $ 77,528 $ 44,397

$ 77,188 $ 77,528 $ ( 340 )

Contract liabilities ( 26,640 ) ( 33,773 ) 7,133

( 30,301 ) ( 33,773 ) 3,472

Net contract assets

$ 95,285 $ 43,755 $ 51,530

1 Following the issuance of the FASB Staff Educational Paper on Topic 606:

Presentation and Disclosure of Retainage for Construction Contractors, we have reclassed retention receivables on a contract-by-contract basis from accounts receivable to contract assets and liabilities.

The change in presentation was on a prospective basis beginning with balances as of December 31, 2025.

March 31, 2025 December 31, 2024 Change

June 30, 2025 December 31, 2024 Change

(In thousands)

2 unchanged sentences

Contract liabilities 1

Net contract liabilities

( 36,306 ) ( 42,126 ) 5,820

We recognized $ 27.6 million in revenue for the three months ended March 31, 2026, which was previously included in contract liabilities at December 31, 2025.

We recognized $ 28.2 million in revenue for the three months ended March 31, 2025, which was previously included in contract liabilities at December 31, 2024.

We recognized a net increase in revenues of $ 4.2 million and $ 8.0 million for the three months ended March 31, 2026 and 2025, respectively, from performance obligations satisfied in prior periods.

Net contract assets (liabilities) $ 27,658 $ ( 10,843 ) $ 38,501

Following the issuance of the FASB Staff Educational Paper on Topic 606:

The change in presentation was on a prospective basis beginning with balances as of December 31, 2025

We recognized $ 8.3 million and $ 28.4 million in revenue for the three and six months ended June 30, 2026, respectively, which was previously included in contract liabilities at December 31, 2025.

We recognized $ 9.7 million and $ 37.9 million in revenue for the three and six months ended June 30, 2025, respectively, which was previously included in contract liabilities at December 31, 2024.

We recognized a net increase in revenues of $ 2.0 million and $ 3.6 million for the three and six months ended June 30, 2026, respectively, from performance obligations satisfied in prior periods.

We recognized a net increase in revenues of $ 11.8 million and $ 18.1 million for the three and six months ended June 30, 2025, respectively, from performance obligations satisfied in prior periods.

Remaining performance obligations

3 unchanged sentences

The majority of our contracts for contracting services have an original duration of less than one year.

At March 31, 2026, our remaining performance obligations were $ 1.2 billion.

At June 30, 2026, our remaining performance obligations were $ 1.2 billion.

We expect to recognize the following revenue amounts in future periods related to these remaining performance obligations:

8 unchanged sentences

The amounts included in the Consolidated Balance Sheets for these adjustments are considered provisional until final settlement has occurred.

As of March 31, 2026, the estimated fair value of the assets acquired and liabilities for the acquisitions completed in 2026 were considered provisional as we continue to gather information to finalize the valuation of these assets and liabilities.

The fair values are considered provisional until final fair values are determined during the measurement period.

The fair values of assets acquired and liabilities assumed are considered provisional until final fair values are determined during the measurement period.

We expect to record adjustments as we accumulate the information needed to estimate the fair value of assets acquired and liabilities assumed, including working capital balances, estimated fair value of identifiable intangible assets, property, plant and equipment, total consideration and goodwill.

6 unchanged sentences

We believe that the goodwill relates to several factors, including potential synergies related to market opportunities for multiple product offerings and economies of scale expected from combining our operations with the businesses acquired.

During the first three months of 2026, we completed the following three acquisitions:

• Two Montana aggregates-based operations within the Mountain segment;

During the first six months of 2026, we completed the following four acquisitions:

• Two aggregates-based operations in Montana;

one operation consists of a ready-mix concrete business supported by owned aggregate reserves, while the other includes owned aggregate reserves, ready-mix operations and precast concrete manufacturing capabilities.

• A Utah aggregates-based company in the Mountain segment that consists of owned aggregate reserves, asphalt production and contracting services;

The results of these acquisitions are included in the Mountain segment.

The fair value of the assets acquired and liabilities assumed were final as of June 30, 2026.

• An aggregates-based company in Utah that consists of owned aggregate reserves, asphalt production and contracting services;

this acquisition expanded our footprint into a new state.

The aggregated purchase consideration for these three acquisitions was $ 174.2 million, net of cash assumed, and subject to post-closing adjustments.

The results of this company are included in the Mountain segment.

The fair value of the assets acquired and liabilities assumed were provisional as of June 30, 2026.

• An aggregates-based, vertically integrated supplier of aggregates, asphalt, contracting and paving services in Oregon, expanding our services in Southwest Oregon.

The results of this acquisition is included in the West segment and resulted in a bargain purchase gain of $ 235,000 .

The fair value of the assets acquired and liabilities assumed were final as of June 30, 2026.

The aggregated purchase consideration for these four acquisitions was $ 184.4 million, net of cash assumed, and subject to post-closing adjustments.

These acquisitions were not considered material separately or in the aggregate.

2 unchanged sentences

$ 65.1 million of goodwill;

$ 5.3 million of intangible assets, which included $ 4.1 million of backlog and $ 1.2 million of customer relationships;

$ 8.5 million deferred income tax liability;

$ 4.2 million of intangible assets, which is all customer relationships;

$ 8.2 million of deferred income tax liability;

$ 6.2 million of current liabilities;

and $ 880,000 of noncurrent liabilities - other.

The revenue and net income (loss) of these acquisitions was immaterial for the three months ended March 31, 2026.

During 2025, we completed five acquisitions with an aggregated purchase price of $ 622.2 million, subject to future post-closing adjustments.

As of March 31, 2026, the purchase accounting was complete on three of the acquisitions and no material adjustments were needed.

During the first quarter of 2026, we recorded a reduction to goodwill of $ 780,000 , related to an increase of $ 3.0 million in intangibles and a decrease of $ 2.2 million in property, plant and equipment for acquisitions completed in 2025.

For the three months ended March 31, 2026 and 2025, we incurred acquisition-related costs on completed and other potential acquisitions of $ 2.0 million and $ 5.3 million, respectively.

During the second quarter of 2026, we recorded an increase to goodwill of $ 11.7 million, primarily as a result of revised fair value amounts for property, plant and equipment.

Revenue attributable to the acquisitions completed in 2026 included in our Consolidated Statement of Operations for the three and six months ended June 30, 2026 was $ 25.1 million and $ 27.6 million, respectively, and net income of $ 730,000 and net loss of $ 1.6 million, respectively.

During 2025, we completed five acquisitions with an aggregated purchase price of $ 622.2 million.

As of June 30, 2026, the purchase accounting was complete on all of the acquisitions and no material adjustments were needed.

During the first half of 2026, we recorded a reduction to goodwill of $ 780,000 , related to an increase of $ 3.0 million in intangibles and a decrease of $ 2.2 million in property, plant and equipment for acquisitions completed in 2025.

For the three months ended June 30, 2026 and 2025, we incurred acquisition-related costs on completed and other potential acquisitions of $ 1.5 million and $ 1.6 million, respectively.

For the six months ended June 30, 2026 and 2025, we incurred acquisition-related costs on completed and other potential acquisitions of $ 3.5 million and $ 6.9 million, respectively.

These costs are included in our Corporate Services in selling, general and administrative expenses on the Consolidated Statement of Operations.

4 unchanged sentences

The changes in the carrying amount of goodwill were as follows:

Balance at January 1, 2026 Goodwill Acquired During the Year Measurement Period Adjustments Balance at March 31, 2026

Balance at January 1, 2026 Goodwill Acquired During the Year Measurement Period Adjustments Balance at June 30, 2026

(In thousands)

4 unchanged sentences

Total $ 519,668 $ 54,205 $ 10,123 $ 583,996

Balance at January 1, 2025 Goodwill Acquired During the Year Measurement Period Adjustments Balance at March 31, 2025

Balance at January 1, 2025 Goodwill Acquired During the Year Measurement Period Adjustments Balance at June 30, 2025

(In thousands)

12 unchanged sentences

Other amortizable intangible assets were as follows:

March 31, 2026 March 31, 2025 December 31, 2025

June 30, 2026 June 30, 2025 December 31, 2025

(In thousands)

10 unchanged sentences

324 3,290 9,052

3,066 6,000 1,343

Other 6,200 5,968 5,968

4 unchanged sentences

For more information related to these business combinations, see Note 10.

Amortization expense for amortizable intangible assets for the three months ended March 31, 2026 and 2025 was $ 3.1 million and $ 1.1 million, respectively.

Estimated amortization expense for identifiable intangible assets as of March 31, 2026, was:

Amortization expense for amortizable intangible assets for the three and six months ended June 30, 2026, was $ 3.3 million and $ 6.4 million, respectively.

Amortization expense for amortizable intangible assets for the three and six months ended June 30, 2025 , was $ 5.0 million and $ 6.1 million, respectively.

Estimated amortization expense for identifiable intangible assets as of June 30, 2026, was:

Remainder of 2026 2027 2028 2029 2030 Thereafter

8 unchanged sentences

We anticipate using these investments, which consist of insurance contracts, to satisfy our obligations under our unfunded, nonqualified defined benefit and defined contribution plans for our executive officers and certain key management employees, and invest in these fixed-income and equity securities for the purpose of earning investment returns and capital appreciation.

These investments, which totaled $ 35.7 million, $ 30.5 million and $ 34.0 million at March 31, 2026 and 2025, and December 31, 2025, respectively, are classified as investments on the Consolidated Balance Sheets.

The net unrealized losses on these investments were $ 761,000 and $ 692,000 for the three months ended March 31, 2026 and 2025, respectively.

These investments, which totaled $ 38.9 million, $ 32.2 million and $ 34.0 million at June 30, 2026 and 2025, and December 31, 2025, respectively, are classified as investments on the Consolidated Balance Sheets.

The net unrealized gains on these investments were $ 3.1 million and $ 1.8 million for the three months ended and $ 2.3 million and $ 1.1 million for the six months ended June 30, 2026 and 2025, respectively.

The change in fair value, which is considered part of the cost of the plan, is classified in other income on the Consolidated Statements of Operations.

The Company's assets measured at fair value on a recurring basis were as follows:

Fair Value Measurements at March 31, 2026, Using

Fair Value Measurements at June 30, 2026, Using

Quoted Prices in

3 unchanged sentences

(Level 2) Significant

(Level 3) Balance at March 31, 2026

(Level 3) Balance at June 30, 2026

(In thousands)

3 unchanged sentences

Total assets measured at fair value $ — $ 41,674 $ — $ 41,674

Fair Value Measurements at March 31, 2025, Using

Fair Value Measurements at June 30, 2025, Using

Quoted Prices in

3 unchanged sentences

(Level 2) Significant

(Level 3) Balance at March 31, 2025

(Level 3) Balance at June 30, 2025

(In thousands)

24 unchanged sentences

We review the carrying value of our long-lived assets, excluding goodwill, whenever events or changes in circumstances indicate that such carrying amounts may not be recoverable.

The assets and liabilities of the acquisitions that occurred through March 31, 2026 and 2025 were calculated using a market or cost approach.

The assets and liabilities of the acquisitions that occurred through June 30, 2026 and 2025 were calculated using a market or cost approach.

The fair value of some of the assets was determined based on Level 3 inputs including estimated future cash flows, discount rates, growth rates and sales projections, all of which require significant management judgment.

3 unchanged sentences

The estimated fair value of our Level 2 long-term debt was as follows:

March 31, 2026 March 31, 2025 December 31, 2025

June 30, 2026 June 30, 2025 December 31, 2025

(In thousands)

4 unchanged sentences

Certain debt instruments of ours contain restrictive covenants and cross-default provisions.

In order to borrow under the debt agreements, we must be in compliance with the applicable covenants and certain other conditions, all of which management believes we, as applicable, were in compliance with at March 31, 2026.

In the event we do not comply with the applicable covenants and other conditions, alternative sources of funding may need to be pursued.

On May 15, 2026, we entered into a second amendment to our secured credit agreement, increasing our Term Loan B by an aggregate principal amount of $ 400.0 million and reducing the interest rate margin by 0.25 %.

After the second amendment, the aggregate principal amount of the Term Loan B outstanding was $ 895.0 million.

Our Term Loan B has a Secured Overnight Financing Rate based interest rate and a mandatory annual amortization of $ 9.0 million.

Long-term Debt Outstanding Long-term debt outstanding was as follows:

March 31, 2026

March 31, 2026 March 31, 2025 December 31, 2025

June 30, 2026

June 30, 2026 June 30, 2025 December 31, 2025

(In thousands)

12 unchanged sentences

Net long-term debt $ 1,600,085 $ 1,341,174 $ 1,153,830

Schedule of Debt Maturities Long-term debt maturities, which excludes unamortized debt issuance costs, at March 31, 2026, were as follows:

Schedule of Debt Maturities Long-term debt maturities, which excludes unamortized debt issuance costs, at June 30, 2026, were as follows:

2027 2028 2029 2030 Thereafter

3 unchanged sentences

Cash expenditures for interest and income taxes were as follows:

Three Months Ended

Six Months Ended

(In thousands)

3 unchanged sentences

Noncash investing and financing transactions were as follows:

Three Months Ended

Six Months Ended

(In thousands)

20 unchanged sentences

The accounting policies applicable to each segment are consistent with those used in the audited consolidated financial statements.

The preceding information follows the same accounting policies as described in the audited financial statements and notes included in the Company's 2025 Annual Report.

The information that follows uses the same accounting policies as described in the audited financial statements and notes included in the Company's 2025 Annual Report.

Information on our segments was as follows:

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

Three Months Ended June 30, 2026 Three Months Ended June 30, 2025

West Mountain Central Energy Services Total West Mountain Central Energy Services Total

11 unchanged sentences

Total segment EBITDA $ 49,222 $ 31,026 $ 53,600 $ 19,835 $ 153,683 $ 60,770 $ 30,910 $ 44,397 $ 17,079 $ 153,156

Consolidated loss before income taxes

( 107,606 ) ( 93,349 )

Consolidated income before income taxes 59,844 67,948

Depreciation, depletion and amortization 56,357 50,204

4 unchanged sentences

Other corporate expenses ( 13,763 ) ( 13,693 )

Total segment EBITDA $ 153,683 $ 153,156

1 Other revenues is comprised of revenue included within our corporate services.

2 Other segment items is comprised of other income (expense) items on the income statement.

3 Interest expense, net is interest expense net of interest income.

Six Months Ended June 30, 2026 Six Months Ended June 30, 2025

West Mountain Central Energy Services Total West Mountain Central Energy Services Total

(In thousands)

Revenues from external customers $ 500,507 $ 317,721 $ 426,561 $ 103,494 $ 1,348,283 $ 525,213 $ 242,114 $ 322,904 $ 96,691 $ 1,186,922

Intersegment revenues 1,649 — 216 20,005 21,870 480 — 143 14,632 15,255

Total segment revenue 502,156 317,721 426,777 123,499 1,370,153 525,693 242,114 323,047 111,323 1,202,177

Other revenues 1

Elimination of intersegment revenue 22,391 15,813

Total consolidated revenue $ 1,348,718 $ 1,187,231

Cost of revenue excluding depreciation, depletion and amortization 384,835 271,560 353,667 100,835 399,647 209,930 269,475 94,877

Selling, general and administrative expenses excluding depreciation, depletion and amortization 45,743 23,504 46,930 7,581 43,468 17,655 33,786 7,217

Other segment items 2

( 144 ) 147 586 123 3,106 114 319 49

Total segment EBITDA $ 71,434 $ 22,804 $ 26,766 $ 15,206 $ 136,210 $ 85,684 $ 14,643 $ 20,105 $ 9,278 $ 129,710

Consolidated loss before income taxes ( 47,762 ) ( 25,401 )

Depreciation, depletion and amortization 108,508 88,967

Interest expense, net 3

44,080 34,669

Less unallocated amounts:

Other corporate revenue 435 308

Other corporate expenses ( 31,819 ) ( 31,783 )

Total segment EBITDA $ 136,210 $ 129,710

Capital expenditures $ 27,359 $ 31,130 $ 71,608 $ 5,537 $ 135,634 $ 132,516 $ 29,420 $ 46,375 $ 3,450 $ 211,761

14 unchanged sentences

(1) the damages are unsubstantiated or indeterminate, (2) the proceedings are in the early stages, (3) numerous parties are involved, or (4) the matter involves novel or unsettled legal theories.

At March 31, 2026 and 2025, and December 31, 2025, we accrued contingent liabilities as a result of litigation, which have not been discounted, of $ 3.2 million, $ 3.4 million and $ 3.3 million, respectively.

At March 31, 2026, we also recorded corresponding insurance receivables of $ 145,000 .

At March 31, 2025 and December 31, 2025, there were no corresponding insurance receivables recorded.

At June 30, 2026 and 2025, and December 31, 2025, we accrued contingent liabilities as a result of litigation, which have not been discounted, of $ 3.1 million, $ 3.1 million and $ 3.3 million, respectively.

At June 30, 2026 and 2025, and December 31, 2025, there were no corresponding insurance receivables recorded.

The accruals are for contingencies, including litigation and environmental matters.

1 unchanged sentence

We will continue to monitor each matter and adjust accruals as might be warranted based on new information and further developments.

Management believes that the outcomes with respect to probable and reasonably possible losses in excess of the amounts accrued, net of insurance recoveries, while uncertain, either cannot be estimated or will not have a material effect upon the Company's financial position, results of operations or cash flows.

Management believes that the outcomes with respect to probable and reasonably possible losses in excess of the amounts accrued, net of insurance recoveries, while uncertain, either cannot be estimated or will not have a material effect upon our financial position, results of operations or cash flows.

Unless otherwise required by GAAP, legal costs are expensed as they are incurred.

Environmental matters

Prineville, Oregon:

In July 2026, three lawsuits titled McCormick v.

Knife River Corp.

26 CV 35046, Thompson v.

Knife River Corp.

26 CV 35556, and Zednik v.

Knife River Corp.

26 CV 35823, respectively, were filed in the Multnomah County Circuit Court against the Company.

In each complaint, the plaintiffs allege claims for negligence, negligence per se, trespass, trespass to chattels, private nuisance, and public nuisance in connection with claims of elevated levels of metals in their well water allegedly caused by mining activities at our Woodward Site near Prineville, Oregon.

The plaintiffs have alleged personal injury and property damages and seek compensation in the form of economic and non-economic damages.

We intend to vigorously defend these actions in all respects.

Given the early stage of the litigation, we are not in a position to assess the likelihood of any potential loss or adverse effect on our financial condition or to estimate the amount or range of potential loss, if any, from these actions at this time.

Portland, Oregon:

Knife River Corporation - Northwest is a party to claims for the cleanup of a superfund site in Portland, Oregon.

2 unchanged sentences

These guarantees are related to contracts for contracting services and certain other guarantees.

At March 31, 2026, the fixed maximum amounts guaranteed under these agreements aggregated to $ 11.5 million, all of which have no scheduled maturity date.

At June 30, 2026, the fixed maximum amounts guaranteed under these agreements aggregated to $ 11.5 million, all of which have no scheduled maturity date.

Certain of the guarantees also have no fixed maximum amounts specified.

There were no amounts outstanding under the previously mentioned guarantees at March 31, 2026.

There were no amounts outstanding under the previously mentioned guarantees at June 30, 2026.

We have outstanding letters of credit to third parties related to insurance policies and other agreements.

At March 31, 2026, the fixed maximum amounts guaranteed under these letters of credit aggregated to $ 51.8 million.

At March 31, 2026, the amounts of scheduled expiration of the maximum amounts guaranteed under these letters of credit aggregate to $ 756,000 in 2026, $ 50.9 million in 2027, and $ 175,000 in 2028.

There were no amounts outstanding under the previously mentioned letters of credit at March 31, 2026.

At June 30, 2026, the fixed maximum amounts guaranteed under these letters of credit aggregated to $ 51.9 million.

At June 30, 2026, the amounts of scheduled expiration of the maximum amounts guaranteed under these letters of credit aggregate to $ 756,000 in 2026, $ 50.9 million in 2027, and $ 175,000 in 2028.

There were no amounts outstanding under the previously mentioned letters of credit at June 30, 2026.

In the normal course of business, we have surety bonds related to contracts for contracting services, reclamation obligations and insurance policies of its subsidiaries.

2 unchanged sentences

however, we will likely continue to enter into surety bonds for our subsidiaries in the future.

At March 31, 2026, approximately $ 990.4 million of surety bonds were outstanding, which were not reflected on the Consolidated Balance Sheet.

At June 30, 2026, approximately $ 1.1 billion of surety bonds were outstanding, which were not reflected on the Consolidated Balance Sheet.

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

What changed 10-Q

Item 1. Financial Statements