What changed in this filing

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Item 1A. Risk Factors

2026-02-27 compared with 2025-03-07 · 45 added, 33 removed, 359 unchanged (18% of the section changed)

48 unchanged sentences

Those changes could have the effect of making our utility contracts more or less profitable and increase or decrease the demand for our services.

Our backlog is subject to cancellation, adjustments and changing economic conditions and is an uncertain indicator of future operating results.

We include in backlog the future revenue we expect to receive from our contracts with clients.

For contracts without specified funding ceilings, which comprise a small percentage of our contracts, backlog is reported as expected revenue for up to one year.

For contracts with specified funding ceilings, which comprise most of our contracts, we report the unused, or unrecognized, revenue ceiling, adjusted downward if we expect to ultimately recognize less revenue than the unused revenue ceiling, as the amount of backlog.

We cannot guarantee that the revenue projected in our backlog will be realized or, if realized, will result in profits.

In addition, project delays, suspensions, terminations, cancellations, reductions in scope, or other adjustments do occur from time to time in our industry due to considerations beyond our control and may have a material impact on the value of reported backlog with a corresponding adverse impact on future revenues and profitability.

For example, most of our contracts include a provision allowing for termination for convenience after reimbursement of any unbilled effort under the contract.

In the event that this occurs, any remaining contract value is removed from our backlog.

These types of backlog reductions could adversely affect our revenue and margins.

As a result of these factors, our backlog as of any particular date is an uncertain indicator of our future earnings.

Demand for our services is cyclical and vulnerable to economic downturns.

18 unchanged sentences

There is a risk that we may have disputes with our subcontractors arising from, among other things, the quality and timeliness of work performed by the subcontractor, client concerns about the subcontractor, or our failure to extend existing task orders or issue new task orders under a subcontract.

In addition, if a subcontractor fails to deliver on a timely basis the agreed-upon supplies, fails to perform the agreed-upon services, or goes out of business, then we may be required to purchase the services or supplies from another source at a higher price, and our ability to fulfill our obligations as a prime contractor may be jeopardized.

obligations as a prime contractor may be jeopardized.

This may reduce the profit to be realized or result in a loss on a project for which the services or supplies are needed.

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Supply chain constraints and labor shortages could negatively impact our business, financial condition and results of operations.

The global economy has been experiencing supply chain constraints and labor shortages.

These conditions, in addition to elevated inflation, have increased the costs for materials, other goods, and labor, and have caused delivery and project performance schedules to be extended.

These conditions, combined with tightening labor markets resulting from elevated resignation rates among U.S.

workers, could increase the cost and difficulty of recruiting and retaining

employees, or could result in project delays or cancellations which could negatively impact our operations and financial results.

The global economy has experienced periods of supply chain constraints and labor shortages.

These conditions increase the costs for materials, other goods, and labor, and have caused delivery and project performance schedules to be extended.

When these conditions occur, increases in the cost and difficulty of recruiting and retaining employees, could result in project delays or cancellations which could negatively impact our operations and financial results.

Our profitability could suffer if we are not able to maintain adequate utilization of our workforce.

23 unchanged sentences

We face exposure to product liability and personal injury claims in the event that our services cause bodily injury or property damage.

Since the majority of our products use electricity, it is possible that the products we use could result in property damage or personal injury, whether due to product malfunctions, defects, improper installation

or other causes.

Further, we face exposure to personal injury claims in the event that an individual is injured because of our negligence or the negligence of one of our subcontractors.

23 unchanged sentences

Since our internal controls are subject to inherent limitations, including human error, it is possible that these controls could be intentionally circumvented or become inadequate because of changed conditions.

As a result, we

cannot assure that our controls will protect us from reckless or criminal acts committed by our employees or agents.

As a result, we cannot assure that our controls will protect us from reckless or criminal acts committed by our employees or agents.

Our failure to comply with applicable laws or regulations, or acts of misconduct could subject us to fines and penalties, loss of security clearances, and suspension or debarment from contracting, any or all of which could harm our reputation, reduce our revenue and profits, and subject us to criminal and civil enforcement actions.

24 unchanged sentences

We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the amounts due on our indebtedness.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations,

seek additional debt or equity capital or restructure or refinance our indebtedness.

We may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations.

4 unchanged sentences

We cannot assure you that additional financing will be available to us on favorable terms, or at all.

Furthermore, if we raise additional funds through the issuance of convertible debt or equity securities, the percentage ownership of our stockholders could be significantly diluted, and these newly issued securities may have rights, preferences or privileges senior to those of existing stockholders.

may have rights, preferences or privileges senior to those of existing stockholders.

If adequate funds are not available or are not available on acceptable terms, if and when needed, our ability to fund our operations, meet obligations in the normal course of business, take advantage of strategic business opportunities, or otherwise respond to competitive pressures would be significantly limited.

30 unchanged sentences

Contract proposals, negotiations, and software licenses are complex and frequently involve a lengthy bidding and selection process.

If we are not able to replace the revenue from expiring contracts, either through follow-on contracts or new contracts, or secure new software licenses, our business, results of operations and financial condition may be adversely affected.

may be adversely affected.

A number of factors affect our ability to win new contracts and renew existing contracts, including, among other things, market conditions, financing arrangements, required governmental approvals, our client relationships and professional reputation.

19 unchanged sentences

government and certain legislations have already been enacted.

While there is current uncertainty regarding what changes will eventually be enacted, such new laws may affect our operating

results and financial conditions.

While there is current uncertainty regarding what changes will eventually be enacted, such new laws may affect our operating results and financial conditions.

Changes in federal, state and local tax laws and regulations could adversely affect our business, results of operations and financial condition.

5 unchanged sentences

contracts that are subject to public agency budget cycles, and often are subject to renewal on an annual basis;

the often wide variation of the types and pricing terms of contracts from agency to agency;

the often wide variation of the types and pricing terms of contracts from

agency to agency;

the difficulty of obtaining change orders and additions to contracts;

25 unchanged sentences

If these unaffiliated third parties do not fulfill their contract obligations, the partnerships or joint ventures may be unable to adequately perform and deliver their contracted services.

Under these circumstances, we may be obligated to pay financial penalties, provide additional services to ensure the adequate performance and delivery of the contracted services, and may be jointly and severally liable for the other’s actions or contract performance.

Under these circumstances, we may be obligated to pay financial penalties, provide additional services to

ensure the adequate performance and delivery of the contracted services, and may be jointly and severally liable for the other’s actions or contract performance.

These additional obligations could result in reduced profits and revenues or, in some cases, significant losses for us with respect to the joint venture, which could also affect our reputation in the industries we serve.

18 unchanged sentences

Acquisitions involve certain known and unknown risks that could cause our actual growth or operating results to differ from our expectations or the expectations of securities analysts.

If we fail to conduct due diligence on our potential targets effectively, we may, for example, not identify problems at target companies, or fail to recognize

incompatibilities or other obstacles to successful integration.

If we fail to conduct due diligence on our potential targets effectively, we may, for example, not identify problems at target companies, or fail to recognize incompatibilities or other obstacles to successful integration.

Our inability to successfully integrate future acquisitions within the intended timeframes or at all could impede us from realizing all of the benefits of those acquisitions and could severely weaken our business operations.

28 unchanged sentences

We also assess the recoverability of the unamortized balance of our intangible assets when indications of impairment are present based on expected future profitability and undiscounted expected cash flows and their contribution to our overall operations.

The goodwill impairment test requires us to determine the fair value of our reporting units, which are the components at or

one level below our reportable segments.

The goodwill impairment test requires us to determine the fair value of our reporting units, which are the components at or one level below our reportable segments.

In determining fair value, we make significant judgments and estimates, including assumptions about our strategic plans with regard to our operations.

25 unchanged sentences

federal, state, or local laws and regulations pertaining to the energy, environmental, and infrastructure industries.

Accordingly, a relaxation or repeal of these laws and regulations, or changes in governmental policies regarding the funding, implementation or enforcement

of these programs, could result in a decline in demand for our services, which could in turn negatively impact our revenue.

Corporate responsibility, specifically related to environmental, social and governance (“ESG”) matters, may impose additional costs and expose us to new risks.

Companies across various industries are facing increasing scrutiny related to their environmental, social and governance (ESG) practices and reporting, both in the United States and internationally.

Certain organizations that provide corporate governance and other corporate risk information to investors and shareholders have developed, and others may in the future develop, scores and ratings to evaluate companies and investment funds based upon ESG or “sustainability” metrics.

Many investment funds focus on positive ESG business practices and sustainability scores when making investments and may consider a company’s ESG or sustainability scores as a reputational or other factor in making an investment decision.

We may face reputational damage in the event our corporate responsibility initiatives, objectives, reporting, or disclosure controls, including with respect matters such as to board diversity and climate change, do not meet the expectations of our investors, shareholders, lawmakers, listing exchange or other constituencies, In addition, we may communicate ESG goals or initiatives from time to time, which can be costly to achieve and difficult to implement.

There is no assurance that we will achieve any of these goals, that our initiatives will achieve their intended outcome, and our ability to implement these ESG-related initiatives or achieve ESG-related goals may be dependent on external factors outside our control.

Further, we may experience backlash from customers, government entities, advocacy groups, employees, or other stakeholders who disagree with our actual or perceived positions, or with our lack of position on social, environmental, governance, political, public policy, economic, geopolitical, or other sensitive issues.

Any perceived lack of transparency about these matters could harm our brand and reputation, our employees’ engagement and retention, and the willingness of our customers and partners to do business with us.

Accordingly, a relaxation or repeal of these laws and regulations, or changes in governmental policies regarding the funding, implementation or enforcement of these programs, could result in a decline in demand for our services, which could in turn negatively impact our revenue.

General Risk Factors

20 unchanged sentences

In the ordinary course of business, we have been and may be in the future be targeted by malicious cyber-attacks.

Cybersecurity attacks in particular are evolving, and we and the third parties with whom we work face the constant risk of cybersecurity threats, including, among other things, computer viruses, malicious code, attacks by computer hackers, organized cyber-attacks, ransomware attacks, and other electronic security breaches that could lead to disruptions in critical systems, unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, encryption, access to, release or other compromise of confidential or sensitive information.

Cybersecurity attacks in particular are evolving, and we and the third parties with whom we work face the constant risk of cybersecurity threats, including, among other things, computer viruses, malicious code, social-engineering attacks (including through deep fakes, which may be increasingly more difficult to identify as fake, and phishing attacks), denial-of-service attacks, credential stuffing attacks, credential harvesting, personnel misconduct or error, ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software and hardware failures, attacks enhanced or facilitated by AI, and other electronic security breaches that could lead to disruptions in critical systems, unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, encryption, access to, release or other compromise of confidential or sensitive information.

In particular, severe ransomware attacks are becoming increasingly prevalent and can lead to material adverse consequences.

Such threats are prevalent and continue to rise, are increasingly difficult to detect, and come from a variety of sources, including traditional computer “hackers,” threat

actors, “hacktivists,” organized criminal threat actors, personnel (such as through theft or misuse), sophisticated nation states, and nation-state-supported actors.

While we have implemented security measures designed to protect against cyber security breaches, there can be no assurance that these measures will be effective.

Threat actors may also gain access to other networks and systems after a compromise of our networks and systems.

For example, threat actors may use an initial compromise of one part of our environment to gain access to other parts of our environment, or leverage a compromise of our networks or systems to gain access to the networks or systems of third parties with whom we work, such as through phishing or supply chain attacks.

We take steps designed to detect, mitigate, and remediate vulnerabilities in our information systems (such as our hardware and/or software, including that of third parties with whom we work).

4 unchanged sentences

For example, we have been the target of unsuccessful phishing attempts in the past, and expect such attempts will continue in the future.

Applicable data privacy and security obligations may require us, or we may voluntarily choose, to notify relevant stakeholders, including affected individuals, customers, regulators, and investors, of security incidents, or to take other actions, such as providing credit monitoring and identity theft protection services.

In addition to experiencing a security incident, third parties may gather, collect, or infer sensitive information about us from public sources, data brokers, or other means that reveals competitively sensitive details about our organization and could be used to undermine our competitive advantage or market position.

Furthermore, our contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of liability in our contracts are sufficient to protect us from liabilities, damages, or claims related to our data privacy and security obligations.

If we or the third parties with whom we work experience or are perceived to experience cybersecurity attacks or otherwise, we could experience material adverse consequences, such as suspending or stopping our operations, government enforcement actions, additional reporting requirements, litigation, and other harms, which could have a material adverse effect on our business, results of operations and financial condition, and could negatively impact our clients.

2 unchanged sentences

Laws, regulations and other obligations (including without limitation applicable guidance, industry standards, external and internal privacy and security policies and statements, and contractual requirements) relating to personal data and data privacy are constantly evolving, as federal, state, local and foreign governments adopt new measures addressing data privacy.

Numerous U.S.

states have enacted comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices and affording residents with certain rights concerning their personal data.

As applicable, such rights may include the right to access, correct, or delete certain personal data, and to opt-out of certain data processing activities, such as targeted advertising, profiling, and automated decision-making.

The exercise of these rights may impact our business and ability to provide our products and services.

Certain states also impose stricter requirements for processing certain personal data, including sensitive information, such as conducting data privacy impact assessments.

These laws impose stringent obligations.

For example, the California Consumer Privacy Act, as amended (“CCPA”), which applies to business representative and other types of personal data of California residents, provides for fines of up to $7,988 per intentional violation and allows private litigants affected by certain data breaches to recover significant statutory damages.

We publish privacy policies, marketing materials and other statements concerning data privacy, and security.

Regulators in the United States are increasingly scrutinizing these statements, and if these policies, materials or statements are found to be deficient, lacking in transparency, deceptive, unfair, misleading, or misrepresentative of our practices, we may be subject to investigation, enforcement actions by regulators or other adverse consequences.

Our privacy obligations, including applicable laws and regulations, may be interpreted or applied in a manner that is inconsistent with each other and may complicate our existing data privacy practices.

2 unchanged sentences

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

What changed 10-K

Item 1A. Risk Factors