What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-25 compared with 2025-02-26 · 141 added, 157 removed, 1081 unchanged (22% of the section changed)

25 unchanged sentences

To the Shareholders and the Board of Directors of MYR Group Inc.

Thornton, Colorado

Opinions on the Financial Statements and Internal Control Over Financial Reporting

85 unchanged sentences

Accounts payable 314,789 295,476

Contract liabilities 321,958 240,411

Contract liabilities, net 300,560 236,703

Current portion of accrued self-insurance 28,499 25,883

37 unchanged sentences

Interest expense ( 5,648 ) ( 6,525 ) ( 4,939 )

Other income (expense), net ( 1,479 ) ( 38 ) 2,673

Other expense, net ( 663 ) ( 1,479 ) ( 38 )

Income before provision for income taxes 161,284 46,493 125,004

26 unchanged sentences

Settlement of stock repurchase program — ( 26 ) — ( 241 ) — ( 2,627 ) ( 2,868 )

Other comprehensive loss — — — — ( 6,473 ) — ( 6,473 )

Other comprehensive income — — — — 2,420 — 2,420

Balance at December 31, 2023 — 16,684 167 162,386 ( 3,880 ) 492,529 651,202

4 unchanged sentences

Settlement of stock repurchase program — ( 643 ) ( 6 ) ( 6,273 ) — ( 68,721 ) ( 75,000 )

Other comprehensive income — — — — 2,420 — 2,420

Other comprehensive loss — — — — ( 8,771 ) — ( 8,771 )

Balance at December 31, 2024 — 16,122 161 159,133 ( 12,651 ) 453,717 600,360

4 unchanged sentences

Settlement of stock repurchase program — ( 639 ) ( 6 ) ( 6,303 ) — ( 68,691 ) ( 75,000 )

Other comprehensive loss — — — — ( 8,771 ) — ( 8,771 )

Other comprehensive income — — — — 4,468 — 4,468

Balance at December 31, 2025 $ — 15,523 $ 155 $ 165,211 $ ( 8,183 ) $ 503,240 $ 660,423

19 unchanged sentences

Accounts payable 19,698 ( 60,962 ) 37,250

Contract liabilities 82,557 13,151 58,001

Contract liabilities, net 63,375 76,657 3,727

Accrued self-insurance ( 8,174 ) ( 548 ) 17

3 unchanged sentences

Proceeds from sale of property and equipment 8,192 8,726 5,608

Cash paid for acquisitions, net of cash acquired — — ( 110,660 )

Purchases of property and equipment ( 94,372 ) ( 75,938 ) ( 84,736 )

5 unchanged sentences

Payment of principal obligations under finance leases ( 1,076 ) ( 1,196 ) ( 1,143 )

Borrowings under equipment notes — — 24,184

Proceeds from exercise of stock options — — 20

5 unchanged sentences

Effect of exchange rate changes on cash 378 ( 1,381 ) 339

Net decrease in cash and cash equivalents ( 21,435 ) ( 26,141 ) ( 31,052 )

Net increase (decrease) in cash and cash equivalents 146,692 ( 21,435 ) ( 26,141 )

Cash and cash equivalents:

21 unchanged sentences

C&I provides a broad range of services, which include design, installation, maintenance and repair of commercial and industrial wiring.

Typical C&I contracts cover electrical contracting services for airports, hospitals, data centers, hotels, stadiums, commercial and industrial facilities, clean energy projects, manufacturing plants, processing facilities, water/waste-water treatment facilities, mining facilities, intelligent transportation systems, roadway lighting, signalization and electric vehicle charging infrastructure.

Typical C&I contracts cover electrical contracting services for data centers, airports, hospitals, hotels, stadiums, commercial and industrial facilities, clean energy projects, manufacturing plants, processing facilities, water/waste-water treatment facilities, mining facilities, intelligent transportation systems, roadway lighting, signalization and electric vehicle charging infrastructure.

Significant Accounting Policies

3 unchanged sentences

Certain reclassifications were made to prior year amounts to conform to the current year presentation.

During 2025, based on a clarification of the underlying guidance, the Company made an immaterial revision to the presentation of retainage related to contracts in an overbilled (excess billings) position.

This retainage, previously reported as contract assets, was reclassified to contract liabilities.

This immaterial revision is reflected in the beginning contract asset and contract liability balances of the earliest presented period, and the current-year ending balances and balance sheet classification also reflect the reclassification.

The revision did not impact shareholder’s equity, revenue, net income, or net operating cash flows.

Revenue Recognition

3 unchanged sentences

In addition, the Company estimates a cost accrual every quarter that represents unbilled invoicing activity for services performed by subcontractors and suppliers during the quarter, and estimates revenue from the contract cost portion of this accrual based on current gross margin rates to be consistent with its cost method of revenue recognition.

The estimated value of unbilled amounts are determined using a regression analysis that estimates value based on the Company’s historical experience, and is adjusted for large individual projects.

The estimated value of unbilled amounts is determined using a regression and other types of analysis, as well as management judgment to produce an estimated value based on the Company’s historical experience, and is adjusted for large individual projects.

The profit and corresponding revenue is recognized over the contract term based on costs incurred under the cost-to-cost method.

9 unchanged sentences

Conversely, if the amount billed to the customer is greater than the recognized revenue, a contract liability is recorded.

Therefore, retainage amounts are reflected in contract assets or contract liabilities depending on the net contract position of the particular contract.

Additionally, the contract liability includes a liability for the excess of costs over revenues for all contracts that are in a loss position.

19 unchanged sentences

The Company provides warranties to customers on a basis customary to the industry;

however, the warranty period does not typically exceed one year .

however, the warranty period does not typically exceed two years .

Historically, warranty claims have not been material to the Company.

Based on the Company’s estimates, as of December 31, 2024, the Company recorded warranty reserves of $ 3.4 million and as of December 31, 2023, warranty reserves were no t significant.

Settlements on warranty claims during the years ended December 31, 2024, 2023 and 2022 were no t significant.

Based on the Company’s estimates, as of December 31, 2025, the Company recorded warranty reserves of $ 3.7 million and as of December 31, 2024, warranty reserves were $ 3.4 million.

Settlements on warranty claims during the years ended December 31, 2025, 2024 and 2023 were insignificant.

Total revenues do not include sales tax as the Company considers itself a pass-through conduit for collecting and remitting sales taxes.

18 unchanged sentences

Cumulative translation adjustments are included as a separate component of accumulated other comprehensive income in shareholders’ equity.

Foreign currency transaction gains and losses, arising primarily from changes in exchange rates on short-term monetary assets and liabilities, and intercompany loans that are not deemed long-term investment accounts are recorded in the “other income (expense), net” line on the Company’s consolidated statements of operations.

Foreign currency losses recorded in other income (expense), net, for the years ended December 31, 2024, 2023 and 2022 were $ 1.4 million, $ 0.1 million and $ 0.2 million, respectively.

Foreign currency transaction gains and losses, arising primarily from changes in exchange rates on short-term monetary assets and liabilities, and intercompany loans that are not deemed long-term investment accounts are recorded in the “other expense, net” line on the Company’s consolidated statements of operations.

Foreign currency losses recorded in other expense, net, for the years ended December 31, 2025, 2024 and 2023 were $ 0.7 million, $ 1.4 million and $ 0.1 million, respectively.

Foreign currency translation gains and losses, arising from intercompany loans that are deemed long-term investment accounts, are recorded in the foreign currency translation adjustment line on the Company’s consolidated statements of comprehensive income.

2 unchanged sentences

Actual results could differ from those estimates.

The most significant estimates are related to estimates of costs to complete on contracts, variable consideration inclusive of pending change orders and claims, shared savings, insurance reserves, income tax reserves, estimates surrounding stock-based compensation, acquisition-related contingent earn-out consideration liabilities, the recoverability of goodwill and intangibles and allowance for doubtful accounts.

The most significant estimates are related to estimates of costs to complete contracts, variable consideration inclusive of pending change orders and claims, shared savings, useful lives of property and equipment, insurance reserves, the recognition and measurement of current and deferred income taxes, including the measurement of uncertain tax positions, estimates surrounding stock-based compensation, the recoverability of goodwill and intangibles and allowance for doubtful accounts.

The Company estimates a cost accrual every period that represents costs incurred but not invoiced for services performed or goods delivered during the period, and estimates revenue from the contract cost portion of these accruals based on current gross margin rates to be consistent with its cost method of revenue recognition.

15 unchanged sentences

Interest and penalties related to uncertain income tax positions are included in income tax expense on the Company’s consolidated statements of operations.

Interest and penalties actually incurred are charged to the interest expense and the “other income (expense), net” line, respectively.

Interest and penalties actually incurred are charged to the interest expense and the “other expense, net” line, respectively.

Stock-Based Compensation

11 unchanged sentences

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

As of December 31, 2025 and 2024, the Company held its cash in checking accounts or in highly liquid money market accounts.

The Company’s banking arrangements allow the Company to fund outstanding checks when presented to financial institutions for payment.

The Company funds all intraday bank balance overdrafts during the same business day.

The Company funds all intraday bank balance overdrafts by the end of the same business day.

Checks issued and outstanding in excess of bank balances are recorded in accounts payable on the Company’s consolidated balance sheets and are reflected as a financing activity on the Company’s Consolidated Statements of Cash Flows.

13 unchanged sentences

Additionally, accruals for contracts in a loss provision are included in contract liabilities.

The Company’s contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period.

Therefore, retainage amounts are reflected in contract assets or contract liabilities depending on the net contract position of the particular contract.

Property and Equipment

6 unchanged sentences

If the carrying value of property and equipment exceeds its fair value, an impairment charge would be recorded in the statement of operations.

The Company enters into non-cancelable leases for some of our facility, vehicle and equipment needs.

The Company enters into noncancelable leases for some of our facility, vehicle and equipment needs.

These leases allow the Company to conserve cash by paying a monthly lease rental fee for the use of facilities, vehicles and equipment rather than purchasing them.

The Company’s leases have remaining terms ranging from less than one to nine years , some of which may include options to extend the leases for up to ten years , and some of which may include options to terminate the leases within one year .

The Company’s leases have remaining terms ranging from less than one to twelve years , some of which may include options to extend the leases for up to ten years , and some of which may include options to terminate the leases within one year .

Currently, all the Company’s leases contain fixed payment terms.

2 unchanged sentences

As of December 31, 2025, the Company had several leases with residual value guarantees.

The total amount probable of being owed of residual leases guarantees is not significant.

The total amount probable of being owed of residual value guarantees is not significant.

Typically, the Company has purchase options on the equipment underlying its long-term leases and many of its short-term rental arrangements.

45 unchanged sentences

Under certain circumstances such as foreclosures or negotiated settlements, the Company may take title to the underlying assets in lieu of cash in settlement of receivables.

As of December 31, 2024, one customer individually exceeded 10.0% of accounts receivable with approximately 11.3 % of the total accounts receivable amount (excluding the impact of allowance for doubtful accounts).

As of December 31, 2025, none of the Company's customers individually exceeded 10.0% of accounts receivable.

The Company believes the terms and conditions in its contracts, billing and collection policies are adequate to minimize the potential credit risk.

6 unchanged sentences

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant reportable segment expenses and other disclosure requirements.

The Company has adopted this ASU enhancing our segment disclosures.

See Note 7–Segment Reporting for further information related to the Company’s segments.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU No.

2 unchanged sentences

The guidance also includes certain other amendments intended to improve the effectiveness of income tax disclosures.

The update is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted.

The amendments in this pronouncement should be applied on a prospective basis, with the option to apply them retrospectively.

The Company is currently evaluating the impact of the new standard on the Company’s income tax disclosures.

The Company has adopted this ASU enhancing our income tax disclosures.

See Note 12–Income Taxes for further information related to the Company’s income taxes.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU No.

5 unchanged sentences

The Company is currently evaluating the impact of the new standard on the Company’s consolidated financial statements and related disclosures.

Powerline Plus Ltd

On January 4, 2022, the Company acquired all issued and outstanding shares of capital stock of Powerline Plus Ltd.

and its affiliate PLP Redimix Ltd.

(collectively, the “Powerline Plus Companies"), a full-service electrical distribution construction company based in Toronto, Ontario.

Cash consideration paid, funded through a combination of cash on hand and borrowings under the Facility (as defined below), including $ 0.1 million of net asset and other adjustments, was $ 110.7 million, net of cash acquired.

The Company finalized the purchase price accounting relating to the acquisition of the Powerline Plus Companies during the year ended December 31, 2022.

Additionally, the acquisition includes contingent earn-out consideration that may be payable if the Powerline Plus Companies achieve certain performance targets over a three-year post-acquisition period.

As of the acquisition date, the fair value of the contingent earn-out consideration was $ 0.9 million.

As of December 31, 2024 and 2023, the fair value of the contingent earn-out consideration was zero .

The minimum thresholds of the performance targets were not achieved, and therefor no future payout of contingent earn-out consideration is necessary.

Changes in contingent earn-out consideration, subsequent to the acquisition, of zero , $ 0.2 million and $ 0.7 million were recorded in other income, for the years ended December 31, 2024, 2023 and 2022, respectively.

The results of the Powerline Plus Companies are included in the Company’s consolidated financial statements beginning on the transaction date.

The purchase agreement also includes contingent consideration provisions for down-side margin guarantee adjustments based upon certain contract performance subsequent to the acquisition.

The contracts were valued at fair value at the acquisition date, causing no margin guarantee estimate or adjustments for fair value.

Unfavorable changes in contract estimates, such as modified costs to complete or change order recognition, will result in changes to these margin guarantee estimates.

No changes in margin guarantee adjustments on contracts, subsequent to the acquisition, have been recorded for the years ended December 31, 2024, 2023 and 2022.

No margin guarantee adjustments will be recognized in other income in 2025.

The following table summarizes the allocation of the opening balance sheet as of the date of the Powerline Plus Companies acquisition:

(in thousands) January 4, 2022 acquisition date (initial estimates) Measurement

Adjustments Final Acquisition Allocation

Cash paid $ 114,429 $ — $ 114,429

Contingent consideration - fair value at acquisition date 10,608 ( 9,743 ) 865

Net asset and other adjustments 563 ( 479 ) 84

Total consideration, net of estimated net asset adjustments 125,600 ( 10,222 ) 115,378

Acquired cash ( 3,853 ) — ( 3,853 )

Total consideration less cash acquired, net of net asset and other adjustments $ 121,747 $ ( 10,222 ) $ 111,525

Cash and cash equivalents $ 3,853 $ — $ 3,853

Accounts receivable 12,131 ( 52 ) 12,079

Contract assets 12,443 148 12,591

Refundable income taxes 394 482 876

Prepaid expenses and other current assets 1,233 ( 121 ) 1,112

Property and equipment 10,366 1,577 11,943

Operating lease right-of-use assets 6,631 ( 511 ) 6,120

Intangible assets — 50,246 50,246

Accounts payable ( 8,095 ) ( 466 ) ( 8,561 )

Contract liabilities ( 1,597 ) ( 95 ) ( 1,692 )

Current portion of operating lease obligations ( 1,224 ) — ( 1,224 )

Current portion of finance lease obligations ( 1,492 ) — ( 1,492 )

Deferred income tax liabilities ( 1,358 ) ( 13,991 ) ( 15,349 )

Operating lease obligations, net of current maturities ( 4,897 ) — ( 4,897 )

Finance lease obligations, net of current maturities ( 3,243 ) — ( 3,243 )

Net identifiable assets and liabilities 25,145 37,217 62,362

Unallocated intangible assets 56,650 ( 56,650 ) —

Total acquired assets and liabilities 81,795 ( 19,433 ) 62,362

Goodwill $ 43,805 $ 9,211 $ 53,016

The following table summarizes the estimated fair values of identifiable intangible assets and the related weighted average amortization periods as of the acquisition date of the Powerline Plus Companies.

Estimated Fair Value at Acquisition Date Weighted Average Amortization Period at Acquisition Date

(in thousands) (in years)

Amortizable Intangible Assets

Customer relationships $ 39,757 15.0

Backlog 4,007 1.0

Below market lease 511 5.0

Total amortizable intangible assets $ 44,275 14.9

Indefinite-lived Intangible Assets

Trade names 5,971 Indefinite

Total intangible assets $ 50,246

The acquisition date fair values of intangible assets were determined using the income approach, which discounts the projected future cash flows using a discount rate that appropriately reflects the risks associated with the projected cash flows.

Under the income approach, the acquisition date fair value of the customer relationships and backlog were estimated using a multi-period excess earnings valuation method and the acquisition date fair value of the trade names was estimated using a relief from royalty valuation method.

The fair value of the acquired operating lease obligation and operating right of use asset was estimated by applying the income approach.

The fair value of the operating lease obligation was determined by comparing the difference between the annual lease contract rent over the remaining contractual term to a market rate cash flow stream, discounted to the present value.

The Company calculated the fair value of the operating right of use asset based on the fair values of the operating lease obligation adjusted for a below market lease positions.

The contractual value of the acquired accounts receivable is equal to the fair market value.

In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements , which is intended to clarify the applicability of interim disclosure requirements, provides additional guidance on the disclosures required in interim reporting periods, and introduces a principle requiring entities to disclose events occurring since the end of the most recent annual reporting period that have a material impact on the entity.

The update is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

The amendments in this pronouncement can be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements.

The Company is currently evaluating the impact of the new standard on the Company’s consolidated financial statements and related disclosures.

Contract Assets and Liabilities

2 unchanged sentences

These contracts frequently include retention provisions contained in each contract.

Retainage amounts are reflected in contract assets or contract liabilities depending on the net contract position of the particular contract.

The Company’s consolidated balance sheets present contract assets, which contain unbilled revenue and contract retainages associated with contract work that has been completed and billed but not paid by customers, pursuant to retainage provisions, that are generally due once the job is completed and approved.

1 unchanged sentence

Contract assets consisted of the following at December 31:

(in thousands) 2024 2023 Change

(in thousands) 2025 2024 2023

Unbilled revenue, net $ 160,543 $ 149,449 $ 217,083

1 unchanged sentence

Contract assets, net $ 241,766 $ 216,687 $ 341,261

The Company’s consolidated balance sheets present contract liabilities that contain deferred revenue and an accrual for contracts in a loss provision.

The Company’s consolidated balance sheets present contract liabilities that contain deferred revenue, an accrual for contracts in a loss provision and retainage receivables.

Contract liabilities consisted of the following at December 31:

(in thousands) 2024 2023 Change

(in thousands) 2025 2024 2023

Deferred revenue $ 386,071 $ 312,632 $ 231,604

Accrued loss provision 13,084 9,326 8,807

Contract liabilities $ 321,958 $ 240,411 $ 81,547

retainage receivables ( 98,595 ) ( 85,255 ) ( 79,355 )

Contract liabilities, net $ 300,560 $ 236,703 $ 161,056

The following table provides information about contract assets and contract liabilities from contracts with customers at December 31:

1 unchanged sentence

Contract assets, net $ 241,766 $ 216,687 $ 25,079

Contract liabilities ( 321,958 ) ( 240,411 ) ( 81,547 )

Net contract assets $ ( 20,016 ) $ 180,205 $ ( 200,221 )

Contract liabilities, net ( 300,560 ) ( 236,703 ) ( 63,857 )

Net contract liabilities $ ( 58,794 ) $ ( 20,016 ) $ ( 38,778 )

(in thousands) 2024 2023 Change

Contract assets, net $ 216,687 $ 341,261 $ ( 124,574 )

Contract liabilities, net ( 236,703 ) ( 161,056 ) ( 75,647 )

Net contract assets (liabilities) $ ( 20,016 ) $ 180,205 $ ( 200,221 )

The difference between the opening and closing balances of the Company’s contract assets and contract liabilities primarily results from the timing of the Company’s billings in relation to its performance of work.

The amounts of revenues recognized in the period that were included in the opening contract liability balances were $ 160.3 million and $ 130.7 million for the year ended December 31, 2024 and 2023, respectively.

The amounts of revenues recognized in the period that were included in the opening contract liability balances were $ 170.4 million and $ 160.3 million and $ 130.7 million for the year ended December 31, 2025, 2024 and 2023, respectively.

This revenue consists primarily of work performed on previous billings to customers.

The net asset position for contracts in process consisted of the following at December 31:

The net liability position for contracts in process consisted of the following at December 31:

(in thousands) 2025 2024 2023

2 unchanged sentences

$ ( 225,528 ) $ ( 163,183 ) $ ( 14,521 )

The net asset position for contracts in process is included within the contract asset and contract liability in the accompanying consolidated balance sheets as follows at December 31:

The net liability position for contracts in process is included within the contract asset and contract liability in the accompanying consolidated balance sheets as follows at December 31:

(in thousands) 2025 2024 2023

Unbilled revenue, net $ 160,543 $ 149,449 $ 217,083

Deferred revenue ( 312,632 ) ( 231,604 )

Deferred revenue, net ( 386,071 ) ( 312,632 ) ( 231,604 )

$ ( 225,528 ) $ ( 163,183 ) $ ( 14,521 )

Lease Obligations

From time to time, the Company enters into non-cancelable leases for some of our facility, vehicle and equipment needs.

From time to time, the Company enters into noncancelable leases for some of our facility, vehicle and equipment needs.

These leases allow the Company to conserve cash by paying a monthly lease rental fee for the use of facilities, vehicles and equipment rather than purchasing them.

Currently, all the Company’s leases contain fixed payment terms.

48 unchanged sentences

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows from operating leases $ 15,025 $ 14,519 $ 13,287

Operating cash flows used for operating leases $ 18,324 $ 15,025 $ 14,519

Right-of-use asset obtained in exchange for new operating lease obligations $ 16,172 $ 19,264 $ 11,039

Right-of-use asset obtained in exchange for new finance lease obligations $ — $ 3,226 $ —

Information on operating and financing lease right of use assets and corresponding lease obligations acquired with the Powerline Plus Companies is provided in Note 2–Acquisitions to the Financial Statements.

The future undiscounted minimum lease payments, as reconciled to the discounted minimum lease obligation indicated on the Company’s consolidated balance sheets, under current portion of operating lease obligations and operating lease obligations, net of current maturities, as of December 31, 2025 were as follows:

15 unchanged sentences

The financing component for operating lease obligations represents the effect of discounting the lease payments to their present value.

Certain subsidiaries of the Company have operating leases for facilities from third party companies that are owned, in whole or part, by employees of the subsidiaries.

Certain subsidiaries of the Company have ongoing operating leases for facilities that were entered into or extended with third-party companies that are or were, owned in whole or part, by employees of the subsidiaries.

The terms and rental rates of these leases are at market rental rates.

12 unchanged sentences

In addition, based on borrowing rates currently available to the Company for borrowings with similar terms, the carrying value of the Company’s long term debt with fixed interest rates approximated fair value.

As of December 31, 2024, the fair value of the Company’s contingent earn-out consideration liability associated with the acquisition of the Powerline Plus Companies, was based on Level 3 inputs.

The contingent earn-out consideration recorded represents the estimated fair value of future amounts potentially payable to the former owners of the acquired Powerline Plus Companies, if the Powerline Plus Companies achieve certain performance targets over a three-year post-acquisition period.

The fair value was initially determined using a Monte Carlo simulation valuation methodology based on probability-weighted performance projections and other inputs, including a discount rate and an expected volatility factor.

The fair value of this contingent earn-out consideration liability will be evaluated on an ongoing basis by management.

Accordingly, the level of inputs used for these fair value measurements is the lowest level (Level 3).

Significant changes in any of these assumptions could result in a significantly higher or lower potential liability.

Accounts Receivable

83 unchanged sentences

Equipment Note 10 8/26/2022 4.32 % Semi-annual 5 11,605 15,957

Equipment Note 10 8/26/2022 4.32 % Semi-annual 5 15,957 20,125

Other equipment note 4/11/2022 4.55 % Monthly 5 18 29

27 unchanged sentences

The Company was in compliance with all of its financial covenants under the Credit Agreement as of December 31, 2025.

As of December 31, 2024, the Company had $ 58.4 million of borrowings outstanding under the Facility and letters of credit outstanding under the Facility of approximately $ 37.3 million, including $ 32.6 million related to the Company's payment obligation under its insurance programs and approximately $ 4.7 million related to contract performance obligations.

As of December 31, 2023, the Company had $ 13.2 million of borrowings outstanding under the Facility and letters of credit outstanding under the Facility of approximately $ 34.4 million, including $ 27.1 million related to the Company's payment obligation under its insurance programs and approximately $ 7.3 million related to contract performance obligations.

As of December 31, 2025, the Company had $ 47.4 million in borrowings outstanding under the Facility and letters of credit outstanding under the Facility of approximately $ 34.3 million, including $ 34.2 million related to the Company's payment obligation under its insurance programs and approximately $ 0.1 million related to contract performance obligations.

As of December 31, 2024, the Company had $ 58.4 million in borrowings outstanding under the Facility and letters of credit outstanding under the Facility of approximately $ 37.3 million, including $ 32.6 million related to the Company's payment obligation under its insurance programs and approximately $ 4.7 million related to contract performance obligations.

The Company had remaining deferred debt issuance costs related to the Facility totaling $ 1.2 million and $ 1.8 million as of December 31, 2025 and 2024, respectively.

26 unchanged sentences

Work performed under MSAs is typically billed on a unit-price, time-and-materials or time-and-equipment basis.

MSAs are typically one to three years in duration;

MSAs are typically one to four years in duration;

however, most of the Company’s contracts, including MSAs, may be terminated by the customer on short notice, typically 30 to 90 days, even if the Company is not in default under the contract.

51 unchanged sentences

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report.

Income before income taxes by geographic area was, for the years ended December 31:

Income before income taxes by geographic area for the years ended December 31 was:

(in thousands) 2025 2024 2023

Federal $ 64,068 $ 102,014 $ 104,185

Domestic $ 181,098 $ 64,068 $ 102,014

Foreign ( 19,814 ) ( 17,575 ) 22,990

$ 161,284 $ 46,493 $ 125,004

Income tax expense consisted of the following for the years ended December 31:

Income tax expense (benefit) consisted of the following for the years ended December 31:

(in thousands) 2025 2024 2023

8 unchanged sentences

Income tax expense $ 42,868 $ 16,230 $ 34,014

Income tax paid consisted of the following for the years ended December 31:

(in thousands) 2025

Federal $ 21,600

Foreign 4,327

State - California 2,125

State - All other states below 5% threshold 4,081

The differences between the U.S.

federal statutory tax rate and the Company’s effective income tax rate were as follows for the years ended December 31:

(dollars in thousands) Amount Percent

federal statutory tax rate 33,870 21.0

State and local income taxes (1)

State net operating loss true up ( 2,099 ) ( 1.3 )

State valuation allowance 2,788 1.7

State rate true up ( 2,713 ) ( 1.7 )

Foreign tax effects

Canadian Federal Taxes 1,716 1.1

Canadian Provincial Taxes ( 2,206 ) ( 1.4 )

United States

Other credits ( 725 ) ( 0.4 )

Nontaxable or nondeductible items

United States

162(m) limitation 1,853 1.1

Other 666 0.4

Changes in unrecognized tax benefits

United States 8 —

Other Jurisdictions

Other Adjustments

United States 54 —

Total / effective rate $ 42,868 26.6 %

(1) State taxes in California, Colorado and Texas made up the majority (greater than 50%) of the tax effect in this category.

As previously disclosed prior to the adoption of ASU 2023-09, the differences between the U.S.

federal statutory tax rate and the Company’s effective tax rate for operations were as follows for the years ended December 31:

2024 2023 2022

U.S federal statutory rate 21.0 % 21.0 %

22 unchanged sentences

operating loss 18,987 13,166

Other 3,064 1,090

operating loss 3,529 —

Other non-U.S.

deferred tax asset 947 —

deferred tax asset 2,947 3,064

Total deferred income tax assets before valuation allowances 63,558 47,393

valuation allowances ( 2,242 ) ( 2,247 )

valuation allowances ( 3,529 ) —

Total deferred income tax assets 57,787 45,146

4 unchanged sentences

Right-of-use operating lease assets ( 10,093 ) ( 11,129 )

deferred income tax liabilities — ( 8,819 )

Contract revenue adjustment ( 15,545 ) ( 17,303 )

Other ( 483 ) ( 600 )

Other non-U.S.

deferred tax liabilities ( 158 ) —

deferred tax liabilities ( 328 ) ( 483 )

Total deferred income tax liabilities ( 95,183 ) ( 91,910 )

Net deferred income taxes $ ( 37,396 ) $ ( 46,764 )

The Company determined that it is more-likely-than-not that it will not realize certain deferred tax assets related to net operating loss carryforwards on certain Canadian subsidiaries and therefore recorded a valuation allowance against the deferred tax assets for those entities.

The Company determined that it is more-likely-than-not that it will not realize certain deferred tax assets related to net operating loss carryforwards on certain subsidiaries and therefore recorded a valuation allowance against the deferred tax assets for those entities.

The Company has net operating loss carryforwards in multiple jurisdictions that will begin to expire in 2031.

For the three-year period ended December 31, 2025, one of the Company’s subsidiaries incurred a cumulative pre-tax loss.

In accordance with ASC 740, this prompted the Company to evaluate the realizability of deferred tax assets associated with this subsidiary.

The cumulative pre-tax losses were primarily attributable to certain projects that have reached or are near completion and therefore are not expected to have significant negative impacts to future operating results.

In assessing realizability of our net operating loss carryforwards the Company considered extensive positive and negative evidence including historical operating results, expected future operating results, backlog, current and expected deferred income taxes, and the expected utilization of the net operating loss carryforwards.

Based on the Company’s evaluation, a valuation allowance associated with this subsidiary is not necessary as it is more-likely-than-not that the Company will realize its deferred tax assets, including its net operating loss carryforwards.

Earnings from the Company’s Canadian subsidiaries are indefinitely reinvested in Canada, therefore as of December 31, 2025, the Company had no undistributed earnings or withholding deferral associated with its Canadian subsidiaries.

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The Company has recorded a liability for unrecognized tax benefits related to tax positions taken on its various income tax returns.

If recognized, the entire amount of unrecognized tax benefits would favorably impact the effective tax rate that is reported in future periods.

The decrease in the unrecognized tax benefits as of December 31, 2024 was primarily due to the lapses in the applicable statutes of limitations.

The total unrecognized tax benefits is expected to be reduced by less than $ 0.2 million within the next 12 months.

Interest and penalties related to uncertain income tax positions are included as a component of income tax expense in the Financial Statements.

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The amount of interest and penalties charged or credited to income tax expense as a result of the unrecognized tax benefits was no t significant in the years ended December 31, 2025, 2024 and 2023.

On July 4, 2025, the “One Big Beautiful Bill Act” (the “Act”) was signed into law.

The Act includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The Act has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Act did not have a material impact on the Company’s effective tax rate for the year ended December 31, 2025.

While further evaluation is ongoing, the Act is not expected to have a material impact on the Company's financial position or results of operations.

Commitments and Contingencies

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With respect to all such lawsuits, claims and proceedings, the Company records reserves when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated.

The Company does not believe that any of these proceedings, separately or in the aggregate, would be expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.

The Company does not believe that any of these proceedings, separately or in aggregate, would be expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.

The Company is routinely subject to other civil claims, litigation and arbitration, and regulatory investigations arising in the ordinary course of business.

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All stock options were fully expensed as of December 31, 2016.

Following is a summary of stock option activity for the two-year period ended December 31, 2023:

Following is a summary of stock option activity for the one-year period ended December 31, 2023:

Options Weighted-

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Outstanding at January 1, 2023

2,709 $ 23.74

Exercised ( 827 ) $ 24.68

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Outstanding and Exercisable at December 31, 2023 — $ — 0.0 years $ —

Exercised ( 827 ) $ 24.68

Expired ( 42 ) $ 24.68

Outstanding and Exercisable at December 31, 2023 — $ — 0.0 years $ —

During the years ended December 31, 2023 and 2022, the intrinsic value of stock options exercised was $ 0.1 million.

During the years ended December 31, 2023, the intrinsic value of stock options exercised was $ 0.1 million.

Time-Vested Stock Awards

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Granted at target 29,566 $ 197.89

Adjusted for performance above target 38,916 $ 80.07

Adjusted for performance below target ( 3,923 ) $ 148.83

Vested ( 23,323 ) $ 118.75

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Also listed in the table below are the Company’s contributions to defined contribution plans.

Information in the table has been presented separately for individually significant plans and in the aggregate for all other plans.

Information in the table has been presented separately for individually significant plans and in aggregate for all other plans.

Pension Fund EIN/Pension

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Defined Benefit Plans:

Southern California IBEW-NECA Pension Trust Fund 95-6392774 001 Yellow 6/30/2023 Yellow 6/30/2022 $ 46,185 $ 51,136 $ 40,810 Yes No

Southern California IBEW-NECA Pension Trust Fund 95-6392774 001 Yellow 6/30/2024 Yellow 6/30/2023 $ 51,581 $ 46,185 $ 51,136 Yes Yes

Eighth District Electrical Pension

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IBEW Local 769 Management Pension Plan A 86-6049763 001 Green 6/30/2024 Green 6/30/2023 7,246 6,545 5,222 No No

Kern County Electrical Workers Pension Fund 95-6123049 001 Green 12/31/2024 Green 12/31/2023 4,595 610 2,257 No No

IBEW Local Union 1249 Pension Fund 15-6035161 001 Green 12/31/2024 Green 12/31/2023 2,393 1,600 5,706 No No

3 unchanged sentences

Eighth District Electrical Pension Fund Annuity Plan 84-6100393 002 n/a n/a 4,618 4,081 3,624 n/a n/a

Board of Trustees IBEW Local 40 - NECA Variable Annuity Pension Plan 93-2972901 001 n/a n/a 3,178 282 — n/a n/a

San Mateo Country Electrical Construction Industry Retirement Plan 51-6052127 001 n/a n/a 2,317 2,973 4,752 n/a n/a

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Another of the company’s subsidiaries was listed in the Southern California IBEW-NECA Pension Trust Fund Plan’s Form 5500 as providing more than five percent of the total contributions to that plan or was one of the top-ten highest contributors to that plan, for the plan year ended June 30, 2024, 2023 and 2022, and in the IBEW Local 332 Pension Plan Part A’s Form 5500 as providing more than five percent of the total contributions to that plan or was one of the top-ten highest contributors to that plan, for the plan years ended December 31, 2024, 2023 and 2022.

The Company also had a subsidiary that was listed in the Laborers Local Union 158 Pension Fund's Form 5500 as providing more than five percent of the total contributions to that plan or was one of the top-ten highest contributors to that plan, for the plan year ended December 31, 2023.

Segment Information

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The Company’s CODM is the Chief Executive Officer.

For the CODM’s primary allocation of resources and performance assessment, he receives revenue and income for operations, by segment and excluding general corporate expenses, over multiple time periods, along with a comparison to the corresponding budgeted and prior year totals.

General corporate expenses include corporate facility and staffing costs, which includes safety costs, professional fees, IT expenses and certain management fees.

The CODM also considers many other factors, such as contract terms, individual project performance, project location and other items when determining performance measurement and resource allocation.

The CODM uses segment revenue and income from operations, over multiple time periods, along with a comparison to the corresponding budgeted and prior year periods, as the primary basis for assessing segment performance and deciding how to allocate resources.

Income from operations is the Company’s reported measure of segment profit or loss, as summarized in the table below, and excludes general corporate expenses.

General corporate expenses reflect items that are generally viewed as Company-wide operating costs by the CODM and include items such as corporate facility and staffing costs, which includes safety costs, professional fees, IT expenses and certain management fees.

The CODM also considers many other factors, such as contract terms, individual project performance, project location and other items, to support the CODM’s assessment of segment performance and resource allocation decisions.

Transmission and Distribution:

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The C&I segment provides services such as the design, installation, maintenance and repair of commercial and industrial wiring, the installation of intelligent transportation systems, roadway lighting, signalization and electric vehicle charging infrastructure.

The C&I segment generally provides electric construction and maintenance services as a subcontractor to general contractors in the C&I industry, but also contracts directly with facility owners.

9 unchanged sentences

Interest expense ( 5,648 )

Other income (expense), net ( 1,479 )

Other expense, net ( 663 )

Income before provision for income taxes 161,284

10 unchanged sentences

Interest expense ( 6,525 )

Other income (expense), net ( 38 )

Other expense, net ( 1,479 )

Income before provision for income taxes 46,493

10 unchanged sentences

Interest expense ( 4,939 )

Other income (expense), net 2,673

Other expense, net ( 38 )

Income before provision for income taxes 125,004

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The Company does not identify capital expenditures and total assets by segment in its internal financial reports due in part to the shared use of a centralized fleet of vehicles and specialized equipment.

Identifiable assets, consisting of contract receivables, contract assets, construction materials inventory, goodwill and intangibles for each segment are as follows as of December 31:

Identifiable assets consist of contract receivables, contract assets, construction materials inventory, goodwill and intangibles.

As of December 31, 2025 and 2024, there were $ 169.0 million and $ 177.9 million, respectively, of identifiable assets attributable to Canadian operations.

The table below reflects the identifiable assets for each segment as of December 31:

(in thousands) 2025 2024

10 unchanged sentences

$ 66,512 $ 65,189 $ 59,138

As of December 31, 2024 and 2023, there were $ 177.9 million and $ 169.0 million, respectively, of identifiable assets attributable to Canadian operations.

Earnings Per Share

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Share Repurchase Program

On May 6, 2024, the Company announced that its Board of Directors had authorized a new $ 75.0 million share repurchase program (the "Repurchase Program") which became effective on May 9, 2024.

The Repurchase Program expired on November 8, 2024.

The Company’s prior $ 75.0 million repurchase program that commenced on November 9, 2023 expired on May 8, 2024.

During 2024 the Company repurchased 643,549 shares of its common stock under multiple repurchase programs at a weighted-average price of $ 116.54 per share.

During 2023 the Company repurchased 25,042 shares of its common stock under multiple repurchase programs at a weighted-average price of $ 114.55 per share.

On July 30, 2025, the Company announced that its Board of Directors had approved a new $ 75.0 million share repurchase program (the "Repurchase Program").

The Repurchase Program expired on February 4, 2026.

The Repurchase Program replaced and superseded the Company’s prior $ 75.0 million repurchase program, under which the Company had exhausted substantially all of the available funds, and such prior repurchase program was terminated.

During 2025 the Company repurchased 639,207 shares of its common stock under a prior repurchase program at a weighted-average price of $ 117.33 per share.

During 2024 the Company repurchased 643,549 shares of its common stock under a prior repurchase program at a weighted-average price of $ 116.54 per share.

All of the shares repurchased were retired.

The shares repurchased resulted in no change to authorized shares and an increase to unissued shares.

As of December 31, 2024, the Company had exhausted substantially all of the funds available to repurchase shares of the Company’s common stock under the Repurchase Program.

As of December 31, 2025, the Company had $ 75.0 million of funds available to repurchase shares of the Company’s common stock under the Repurchase Program, which expired on February 4, 2026.

During 2025 and 2024, the Company repurchased 20,504 and 36,397 shares of stock, respectively, for approximately $ 2.7 million and $ 5.9 million, respectively, from its employees to satisfy tax obligations on shares vested under the LTIP.

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data