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What changed in Everus Construction Group, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Everus Construction Group, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+402 added−389 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-28)

Top changes in Everus Construction Group, Inc.'s 2025 10-K

402 paragraphs added · 389 removed · 319 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe had approximately 8,700 employees at peak across all functions and sites in 2024, with a similar workforce count as of December 31, 2024. The Operating Companies are responsible for sourcing local labor while corporate oversight ensures appropriate staffing and on-site project leadership structures.
Biggest changeThe Operating Companies are responsible for sourcing local labor, while corporate oversight ensures appropriate staffing and on-site project leadership structures. We maintain strong relationships with various local unions, including the International Brotherhood of Electric Workers, across our sites. As of December 31, 2025 and 2024, approximately 85% and 83% of our employees were represented by labor unions, respectively.
Business Segments Our E&M segment primarily serves general contractor and end-use customers, with demand driven by secular tailwinds for infrastructure development and maintenance in the commercial, industrial, institutional, service & other and renewables end markets.
Business Segments Our E&M segment primarily serves general contractor and end-use customers, with demand driven by secular tailwinds for infrastructure development and maintenance in the commercial, industrial, institutional, renewables and service & other end markets.
Regulatory and Environmental Matters Our operations are subject to various federal, state and local laws and regulations, including, but not limited to: • licensing, permitting, and inspection requirements applicable to construction projects, contractors, electricians, and engineers; • worker safety regulations, including those established by the Occupational Safety and Health Administration (“OSHA”); • environmental protection regulations, including those established by the Environmental Protection Agency and state agencies; • building and electrical codes; • wage and hour regulations, including those associated with collective bargaining agreements and our unionized workforce; • transportation regulations, including licensing and permitting requirements for equipment and materials; • anti-corruption regulations applicable in the United States; • immigration regulations applicable in the United States; • special bidding, procurement, and other requirements on government projects; • regulations regarding engagement of suppliers and subcontractors that meet diversity-ownership or disadvantaged-business requirements.
Regulatory and Environmental Matters Our operations are subject to various federal, state and local laws and regulations, including, but not limited to: • licensing, permitting, and inspection requirements applicable to construction projects, contractors, electricians, and engineers; • worker safety regulations, including those established by the Occupational Safety and Health Administration (“OSHA”); • environmental protection regulations, including those established by the Environmental Protection Agency and state agencies; • building and electrical codes; • wage and hour regulations, including those associated with collective bargaining agreements and our unionized workforce; 7 • transportation regulations, including licensing and permitting requirements for equipment and materials; • anti-corruption regulations applicable in the United States; • immigration regulations applicable in the United States; • special bidding, procurement, and other requirements on government projects; • regulations regarding engagement of suppliers and subcontractors that meet diversity-ownership or disadvantaged-business requirements.
The growth in the E&M construction services industry can be attributed to several different factors such as (i) the increased intricacy and sophistication of E&M systems due to the adoption of artificial intelligence, automation and controls, cloud computing and data storage, (ii) the increased government support for manufacturing, high tech, infrastructure and reshoring, (iii) population growth, (iv) an aging base of existing buildings and equipment and (v) the ongoing energy transition and 3 expansion that has resulted from a growing emphasis on sustainability across the country.
The growth in the E&M construction services industry can be attributed to several different factors such as (i) the increased intricacy and sophistication of E&M systems due to the adoption of artificial intelligence, automation and controls, cloud computing and data storage, (ii) the increased government support for manufacturing, high tech, infrastructure and reshoring, (iii) population growth, (iv) an aging base of existing buildings and equipment and (v) the ongoing energy transition and expansion that has resulted from a growing emphasis on sustainability across the country.
We had approximately 8,700 employees at peak across all functions and sites in 2024, with a similar workforce count as of December 31, 2024. 1 Our specialty contracting services across E&M and T&D are provided to customers in the commercial, industrial, institutional, service & other, renewables, utility and transportation end markets.
For 2024, we had approximately 8,700 employees at peak across all functions and sites, with a similar workforce count as of December 31, 2024. 1 Our specialty contracting services across E&M and T&D are provided to customers in the commercial, industrial, institutional, renewables, service & other, transportation and utility end markets.
Despite these potential challenges, our national footprint and service mix ensures exposure to a diverse set of geographies, climates and project work, mitigating the seasonality risk while providing opportunities across the United States. Competition We operate in a highly competitive business environment, which includes large public companies and many small privately held companies.
Despite 5 these potential challenges, our national footprint and service mix ensures exposure to a diverse set of geographies, climates and project work, mitigating the seasonality risk while providing opportunities across the United States. Competition We operate in a highly competitive business environment, which includes large public companies and many small privately held companies.
Ability to maintain productivity and operating performance is heavily dependent on the ability to employ, train and retain qualified personnel necessary to operate efficiently. Everus participates in the following primary markets: E&M and T&D. Electrical & Mechanical E&M services are broadly categorized as electrical construction and contracting, mechanical contracting and fire protection turnkey solutions.
Ability to maintain productivity and operating performance is heavily dependent on the ability to employ, train and retain qualified personnel necessary to operate efficiently. Everus participates in the following primary markets: E&M and T&D. 3 Electrical & Mechanical E&M services are broadly categorized as electrical construction and contracting, mechanical contracting and fire protection turnkey solutions.
The hospitality industry has seen recent growth due to a rise in domestic travel following the COVID-19 period, gradual return-to-office and business travel, an increase in local vacations, and higher disposable incomes, all of which are renewing demand for the hospitality construction market. • Health care.
The hospitality industry has seen recent growth due to a rise in domestic travel following the COVID-19 period, return-to-office and business travel, an increase in local vacations, and higher disposable incomes, all of which are renewing demand for the hospitality construction market. • Health care.
The U.S. construction services industry serves a diverse customer base that includes federal, state and municipal governmental agencies, commercial and residential developers and private parties. The mix of customers varies by region and economic conditions. The main factors and trends in the U.S. construction services industry include: • Key economic factors.
The U.S. construction services industry serves a diverse customer base that includes federal, state and municipal governmental agencies, utilities, commercial and residential developers and private parties. The mix of customers varies by region and economic conditions. The main factors and trends in the U.S. construction services industry include: • Key economic factors.
For further information regarding the effects of regulation on our business, refer to Item 1A. Risk Factors contained elsewhere in this Annual Report. We incorporate climate-related risks and opportunities into our long-term strategic planning and enterprise risk management processes.
For further information regarding the effects of regulation on our business, refer to Item 1A. Risk Factors contained elsewhere in this 2025 Annual Report. We incorporate climate-related risks and opportunities into our long-term strategic planning and enterprise risk management processes.
These include, but are not limited to, the complexities of the job, past history performing similar types of work, seasonal weather patterns, competition and market conditions, job site conditions, 5 workforce safety, reputation of the project owner, availability of labor, materials and fuel, project location and project completion dates.
These include, but are not limited to, the complexities of the job, past history performing similar types of work, seasonal weather patterns, competition and market conditions, job site conditions, workforce safety, reputation of the project owner, availability of labor, materials and fuel, project location and project completion dates.
References in this Annual Report to “MDU Resources” refer to MDU Resources Group, Inc., a Delaware corporation, and its subsidiaries (other than, after the Distribution, Everus and its subsidiaries), unless the context otherwise requires. References to Everus’ historical business and operations refer to the business and operations of Everus Construction, Inc.
References in this 2025 Annual Report to “MDU Resources” refer to MDU Resources Group, Inc., a Delaware corporation, and its subsidiaries (other than, after the Distribution, Everus and its subsidiaries), unless the context otherwise requires. References to Everus’ historical business and operations refer to the business and operations of Everus Construction, Inc.
Item 1. BUSINESS References in this Annual Report to the “Company”,“Everus”, “we”, “us” or “our” refer to Everus Construction Group, Inc., a Delaware corporation, and its subsidiaries.
Item 1. BUSINESS References in this 2025 Annual Report to the “Company”,“Everus”, “we”, “us” or “our” refer to Everus Construction Group, Inc., a Delaware corporation, and its subsidiaries.
The information provided on our website (or any other website referred to in this Annual Report) is not part of this Annual Report and is not incorporated by reference as part of this Annual Report. 9
The information provided on our website (or any other website referred to in this 2025 Annual Report) is not part of this 2025 Annual Report and is not incorporated by reference as part of this 2025 Annual Report. 9
In addition, the key drivers of potential future E&M market growth include: • Mission critical technologies. Global trends toward digitalization and increasing demand for capacity to support new artificial intelligence technologies are expected to drive medium- to long-term activity across the semiconductor and data center markets. • Manufacturing and infrastructure.
In addition, the key drivers of potential future E&M market growth include: • Mission critical technologies. Global trends toward digitalization and increasing demand for capacity to support new artificial intelligence technologies are expected to drive near- and long-term activity across the semiconductor and data center markets. • Manufacturing and infrastructure.
Our customer base is diverse and ranges from large technology companies to utility providers and local municipalities. Contracts with these various types of customers generally are awarded in the form of a 4 competitive or negotiated bid or master service agreement arrangement.
Our customer base is diverse and ranges from large technology companies to utility providers and local municipalities. Contracts with these various types of customers generally are awarded in the form of a competitive or negotiated bid or master service agreement (“MSA”) arrangement.
In addition to competition from smaller independent operators, we face competition from large, publicly traded U.S. construction services companies, including Comfort Systems USA, Inc., EMCOR Group, Inc., IES Holdings, Inc., MasTec, Inc., MYR Group Inc., Primoris Services Corporation and Quanta Services, Inc., as well as large, private U.S. construction services companies, including M.C.
In addition to competition from smaller independent operators, we face competition from large, publicly traded U.S. construction services companies, including Comfort Systems USA, Inc., EMCOR Group, Inc., IES Holdings, Inc., MasTec, Inc., MYR Group Inc., Primoris Services Corporation, Quanta Services, Inc. and Sterling Infrastructure, Inc., as well as large, private U.S. construction services companies, including M.C.
We go to market through an operating model that aligns with our 4 EVER Strategy—Employees, Value, Execution and Relationships. This focused strategy enhances the competitive position of our Operating Companies in their respective markets through local brand reputation and delivery, while providing corporate support across people, processes and systems to drive differentiated outcomes for our customers.
We go to market through an operating model that aligns with our 4EVER Strategy—Employees, Value, Execution and Relationships. This focused strategy enhances the competitive position of our Operating Companies in their respective markets through local brand reputation and delivery, while providing corporate support across people, processes and systems to drive differentiated outcomes for our customers.
E&M offers a wide variety of specialty contracting services, including construction and maintenance of electrical and communication wiring, fire suppression systems and mechanical piping and services, to customers in both the public and private sectors.
E&M offers a wide variety of specialty contracting services, including construction and maintenance of electrical and communication wiring, fire suppression systems, renewables infrastructure and mechanical piping and services, to customers in both the public and private sectors.
Broad service offerings include low voltage services, renewable installations, packaged controls and manufacturing. These services are critical in supporting safe, reliable and timely construction across a variety of commercial, institutional, industrial and multi-family residential structures. E&M services span a variety of markets, including commercial, industrial, institutional, service and renewables, among others.
Broad service offerings include low voltage services, renewable installations, packaged controls and manufacturing. These services are critical in supporting safe, reliable and timely construction across a variety of commercial, institutional and industrial structures. E&M services span a variety of markets, including commercial, industrial, institutional, service and renewables, among others.
Available Information Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to applicable reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge at 8 www.everus.com as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission (the "SEC").
Available Information Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and other Securities and Commission (the “SEC”) filings, as well as any amendments to applicable filings filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge at www.everus.com as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.
In 2024, we served approximately 3,900 customers across more than 43,000 projects, with our top 10 customers contributing approximately 33% of our total operating revenues of $2.85 billion, but no single customer accounting for more than 10% individually.
In 2024, we served approximately 3,900 customers across more than 43,000 projects, with the top 10 customers contributing approximately 33% of our total operating revenues of $2.85 billion, but no single customer accounted for more than 10% individually.
Many factors affect product demand, including public spending on infrastructure projects, general economic conditions, including population growth and employment levels, imposed and proposed tariffs, and prevailing interest rates. • Inflation. Rising inflation can increase the cost of construction materials, labor and insurance premiums, impacting project budgets and profitability. • Industry fragmentation.
Many factors affect product demand, including public spending on infrastructure projects, data center capacity and load growth, general economic conditions, including population growth and employment levels, imposed and proposed tariffs, and prevailing interest rates. • Inflation. Rising inflation can increase the cost of construction materials, labor and insurance premiums, impacting project budgets and profitability. • Industry fragmentation.
However, at the segment level, revenue from a single customer accounted for 17.2% of total T&D segment revenues, but no single customer accounted for more than 10% of total E&M segment revenues in 2024. We have long-standing relationships with many of our customers, serving as a testament to our customer-oriented culture and history of operational excellence.
However, at the segment level, no single customer accounted for more than 10% of total E&M segment revenues, but revenues from a single customer accounted for approximately 17% of total T&D segment revenues. We have long-standing relationships with many of our customers, serving as a testament to our customer-oriented culture and history of operational excellence.
Although supply of most raw materials normalized during fiscal 2024, we continue to experience longer lead times in sourcing certain components. Such delays may lead to project inefficiencies resulting from schedule extensions. We are also exposed to increases in the prices of certain commodities due to inflation, imposed and proposed tariffs, or other economic factors.
Although supply of most raw materials continued to normalize during fiscal year 2025, we continue to experience longer lead times in sourcing certain components. Such delays may lead to project inefficiencies resulting from schedule extensions. We are also exposed to increases in the prices of certain commodities due to inflation, imposed and proposed tariffs, or other economic factors.
Risk Factors contained elsewhere in this Annual Report. Intellectual Property We hold various trademarks that support the operations of our business, including our advertising and marketing activities, which are generally protected by registration in the United States. Human Capital Resources Employees Our number of employees fluctuates at any given time depending on the number and scale of projects.
Intellectual Property We hold various trademarks that support the operations of our business, including our advertising and marketing activities, which are generally protected by registration in the United States. Human Capital Resources Employees Our number of employees fluctuates at any given time depending on the number and scale of projects.
For 2024, our E&M segment generated approximately 71% of our total contract revenues with 6.7% operating income as a percentage of segment contract revenues, and our T&D segment generated approximately 29% of our total contract revenues with 10.2% operating income as a percentage of segment contract revenues.
For 2024, E&M segment revenues generated approximately 71% of total contract revenues with 6.7% operating income margin, and T&D segment revenues generated approximately 29% of total contract revenues with 10.2% operating income margin.
Defined scope of work for the cost of the project plus a negotiated margin. • Unit-Price Contracts. Defined scope of work for each unit for a fixed amount per unit. Fixed-price contracts accounted for approximately 59% of total 2024 contract revenues, including 64% of 2024 contract revenues for E&M and 46% for T&D.
Defined scope of work for the cost of the project plus a negotiated gross margin. • Unit-Price Contracts. Defined scope of work for each unit for a fixed amount per unit. For 2025, fixed-price contracts accounted for approximately 52% of total contract revenues, including 53% of E&M contract revenues and 52% of T&D contract revenues.
In addition, key drivers of potential future T&D market growth include: • Utilities. Underlying utility spend is expected to grow in the medium term at rates similar to historical growth rates, driven by aging infrastructure and required replacement, system upgrades and grid hardening. • Excavation/underground. Underground excavation is becoming more attractive given advancements in the way construction work is completed.
In addition, key drivers of potential future T&D market growth include: • Utilities. Underlying utility spend is expected to grow in the near- and long-term at rates similar to historical growth rates, driven by aging infrastructure and required replacement, system upgrades and grid hardening. • Excavation/underground.
These arise from physical risks associated with climate change, as well as advances in technology, shifts in market conditions, and increased regulatory and compliance expenses. 7 Climate change has already contributed to, and is anticipated to further drive, rising temperatures, higher sea levels, and alterations to meteorological and hydrological patterns.
These arise from physical risks associated with climate change, as well as advances in technology, shifts in market conditions, and increased regulatory and compliance expenses. Climate change may contribute to rising temperatures, higher sea levels, and alterations to meteorological and hydrological patterns.
Increased regulatory scrutiny also has resulted in a shift toward placing utilities underground to protect against unfavorable environmental impacts. • Communications. Renewal and development of communications infrastructure is increasing to support growing data consumption and new methods of transmission and technology advancement.
Underground excavation is becoming more attractive given advancements in the way construction work is completed. Increased regulatory scrutiny also has resulted in a shift toward placing utilities underground to protect against unfavorable environmental impacts. 4 • Communications. Renewal and development of communications infrastructure is increasing to support growing data consumption and new methods of transmission and technology advancement.
T&D is comprised of six Operating Companies with approximately 2,000 employees at peak in 2024 and approximately 1,900 employees as of December 31, 2024, offices in 19 cities and a physical presence in 11 states throughout the United States.
For 2024, T&D had approximately 2,000 employees at peak in 2024, with approximately 1,900 employees as of December 31, 2024, offices in 19 cities and a physical presence in 11 states.
Contracts are subject to delays, defaults or cancellations; changes in scope of services to be provided; and adjustments to costs. For further information on backlog, refer to Item 7. Management’s Discussion and Analysis of Financial Condition contained elsewhere in this Annual Report.
Contracts are subject to delays, defaults or cancellations; changes in scope of services to be provided; and adjustments to costs. For further information on backlog, refer to Item 7.
Cost-reimbursable contracts accounted for approximately 34% of total 2024 contract revenues, including 33% of 2024 contract revenues for E&M and 35% for T&D. Unit-price contracts accounted for approximately 7% of total 2024 revenues, including 3% of 2024 contract revenues for E&M and 19% for T&D.
As for 2024, fixed-price contracts accounted for approximately 59% of total contract revenues, including 64% of E&M contract revenues and 46% of T&D contract revenues. Cost-reimbursable contracts accounted for approximately 34% of total contract revenues, including 33% of E&M contract revenues and 35% of T&D contract revenues.
Employee Compensation and Benefits Our compensation programs are generally designed to recruit, motivate, reward, and retain employees and align employee compensation with market practices and our performance by providing the proper incentives to reflect as such.
Our large, unionized workforce provides flexibility to scale both up and down with projects as needed. 8 Employee Compensation and Benefits Our compensation programs are generally designed to recruit, motivate, reward, and retain employees and align employee compensation with market practices and our performance by providing the proper incentives to reflect as such.
As a result, E&M has a broad and diversified geographic presence, with a strong footprint across the United States. E&M is comprised of nine Operating Companies with approximately 6,700 employees at peak and as of December 31, 2024, offices in 24 cities and a physical presence in 13 states throughout the United States.
As a result, E&M has a broad and diversified geographic presence, with a strong footprint across the United States. For 2025, E&M had approximately 7,900 employees at peak, with approximately 7,250 employees as of December 31, 2025, offices in 28 cities and a physical presence in 13 states.
We have a broad portfolio of long-term master service agreements within the T&D business, and the work performed pursuant to these agreements generally is priced on a unit-price basis. Our agreements often also cover preventive maintenance and as-needed emergency outage work. Backlog Backlog is a common measurement in the construction services industry.
Unit-price contracts accounted for approximately 7% of total revenues, including 3% of E&M contract revenues and 19% of T&D contract revenues. We have a broad portfolio of long-term MSAs within the T&D business, and the work performed pursuant to these agreements generally is priced on a unit-price basis. Our agreements often also cover preventive maintenance and as-needed emergency outage work.
Risk Management Insurance Prior to the Separation, we historically benefited from coverages under certain corporate level insurance policies held by MDU Resources, including MDU Resources captive insurance program.
Management’s Discussion and Analysis of Financial Condition contained elsewhere in this 2025 Annual Report. 6 Risk Management Insurance Prior to the Separation, we historically benefited from coverages under certain corporate level insurance policies held by MDU Resources, including MDU Resources captive insurance program.
It has also affected the frequency and severity of events such as wildfires, hurricanes, floods, droughts, winter storms, and other extreme weather events or natural disasters. Our operating results are heavily influenced by the climates in which we operate and by the occurrence of severe weather events. For additional information, refer to Item 1A.
It has also affected the frequency and severity of events such as wildfires, hurricanes, floods, droughts, winter storms, and other extreme weather events or natural disasters. For additional information, refer to Item 1A. Risk Factors contained elsewhere in this 2025 Annual Report.
Protects governments and consumers from fraudulent practices. 6 As of December 31, 2024, we had approximately $2.05 billion in original face amount of bonds outstanding for projects, with approximately $1.75 billion of bonding posted for E&M and approximately $296.3 million for T&D. In addition, approximately $8.2 million of bonding was posted for Corporate and other.
As of December 31, 2025 and 2024, approximately $1.66 billion and $1.75 billion of bonding was posted for E&M, respectively, and approximately $410.0 million and $296.3 million of bonding was posted for T&D, respectively. In addition, approximately $27.9 million and $8.2 million of bonding was posted for Corporate and other as of December 31, 2025 and 2024, respectively.
T&D has a significant geographical presence in Missouri, California, Montana and Oregon, in addition to equipment rental and 2 manufacturing distribution centers in Arizona, Texas, Georgia, Illinois, Oregon and Ohio.
Demand for these services is driven by 2 increased utility spend on aging infrastructure, system hardening, grid reliability initiatives, natural disasters and other weather-related events. T&D has a significant geographical presence in Missouri, California, Montana and Oregon, in addition to equipment rental and manufacturing distribution centers in Arizona, Texas, Georgia, Illinois, Oregon and Ohio.
Executive Compensation contained elsewhere in this Annual Report, which will be incorporated by reference from our definitive proxy statement related to our 2025 Annual Meeting of Stockholders. In addition to the compensation programs, we also provide additional benefits to our employees, including health, welfare and benefit plans for employees who are not covered by collective bargaining agreements through the unions.
Our compensation programs consist of both fixed and variable pay components, with an emphasis on pay for performance for our executive officers and other senior leadership. In addition to the compensation programs, we also provide additional benefits to our employees, including health, welfare and benefit plans for employees who are not covered by collective bargaining agreements through the unions.
Additionally, according to Solar Power World, our operating brand Bombard Renewable Energy is among the top U.S. solar installation providers. During 2024, we served approximately 3,900 customers across more than 43,000 projects throughout the United States. The number of employees fluctuates at any given time depending on the number and scale of projects.
During 2025 and 2024, we served approximately 4,000 and 3,900 customers across more than 44,000 and 43,000 projects, respectively. As a result, the number of employees fluctuates at any given time depending on the number and scale of projects.
In addition to its specialty contracting services, T&D also designs, manufactures, sells and rents overhead and underground line-stringing equipment and tools. This equipment-serving capability complements T&D’s projects of various size and scope, while providing customers with exceptional service and fast distribution and delivery.
This equipment-serving capability complements T&D’s projects of various size and scope, while providing customers with exceptional service and fast distribution and delivery. The T&D segment also provides solutions across excavation and underground boring, substations, signals and lighting, and emergency restoration.
Our T&D segment primarily serves electric and natural gas utility customers, as well as customers in the transportation end market, in the West and Midwest regions of the United States. T&D specializes in transmission and distribution construction and offers a broad set of specialty contracting services, including the construction and maintenance of overhead and underground electrical, gas and communication infrastructure.
T&D specializes in transmission and distribution construction and offers a broad set of specialty contracting services, including the construction and maintenance of overhead and underground electrical, gas, communication infrastructure and transportation-related lighting. In addition to its specialty contracting services, T&D also manufactures, sells and rents overhead and underground line-stringing equipment and tools.
We deliver services through our 15 wholly-owned operating companies (the “Operating Companies”), which go to market under 20 local brands allowing us to differentiate the services we provide and geographical markets we serve. Our historical business was established in 1997 and we have expanded our capabilities significantly since then through targeted entry into new geographies and more than 25 acquisitions.
Our historical business was established in 1997 and we have expanded our capabilities significantly since then through targeted entry into new geographies and more than 25 acquisitions. Our size and scale continue to be reflected in our national rankings.
Our Company We are a leading construction solutions provider headquartered in Bismarck, North Dakota, offering specialty contracting services to a diverse set of end markets across the United States. We operate throughout most of the United States through two operating segments, which represent our two reportable segments: Electrical & Mechanical (“E&M”) and Transmission & Distribution (“T&D”).
Following the Separation and Distribution, Everus became an independent, publicly traded company and is listed on the New York Stock Exchange under the ticker symbol “ECG.” Our Company We are a leading construction solutions provider headquartered in Bismarck, North Dakota, offering specialty contracting services to a diverse set of end markets across the United States.
The Separation was completed as a generally tax-free spin-off for U.S. federal income tax purposes. Following the Separation and Distribution, Everus became an independent, publicly traded company and is listed on the New York Stock Exchange under the ticker symbol “ECG”.
The Separation was completed as a generally tax-free spin-off for U.S. federal income tax purposes.
Our size and scale continue to be reflected in our national rankings. We were ranked 9th on Engineering News-Record magazine’s 2024 Top 600 Specialty Contractors list and ranked 5th on Electrical Construction & Maintenance magazine’s 2024 Top 50 Electrical Contractors list.
We were ranked 12th on Engineering News-Record magazine’s 2025 Top 600 Specialty Contractors list and ranked 5th on Electrical Construction & Maintenance magazine’s 2025 Top 50 Electrical Contractors list. Additionally, according to Solar Power World, our operating brand Bombard Renewable Energy was among the top U.S. solar installation providers in 2025.
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The T&D segment also provides solutions across excavation and underground boring, substations, signals and lighting, and emergency restoration. Demand for these services is driven by increased utility spend on aging infrastructure, system hardening, grid reliability initiatives, natural disasters and other weather-related events.
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We operate throughout most of the United States through two reportable, operating segments: Electrical & Mechanical (“E&M”) and Transmission & Distribution (“T&D”). We deliver services through our 15 wholly owned operating companies (the “Operating Companies”), which go to market under 19 local brands allowing us to differentiate the services we provide and geographical markets we serve.
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We maintain strong relationships with various local unions, including the International Brotherhood of Electric Workers, across our sites. As of December 31, 2024, approximately 83% of our employees were represented by labor unions. Our large, unionized workforce provides flexibility to scale both up and down with projects as needed.
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We had approximately 10,000 employees at peak across all functions and sites in 2025, with approximately 9,400 employees as of December 31, 2025.
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Our compensation programs consist of both fixed and variable pay components, with an emphasis on pay for performance for our executive officers and other senior leadership. For additional information regarding our executive compensation, refer to Item 11.
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For 2024, E&M had approximately 6,700 employees at peak, with a similar workforce count as of December 31, 2024, offices in 24 cities and a physical presence in 13 states. Our T&D segment primarily serves electric and natural gas utility customers, as well as customers in the transportation end market, in the Midwest and West regions of the United States.
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For 2025, T&D had approximately 2,100 employees at peak in 2025, with approximately 2,050 employees as of December 31, 2025, offices in 19 cities and a physical presence in 11 states.
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For 2025, E&M segment revenues generated approximately 77% of total contract revenues with 7.5% segment operating income margin, and T&D segment revenues generated approximately 23% of total contract revenues with 10.6% segment operating income margin.
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In 2025, we served approximately 4,000 customers across more than 44,000 projects, with the top 10 customers contributing approximately 43% of our total operating revenues of $3.75 billion, with a single customer accounting for approximately 17% of total operating revenues.
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At the segment level, revenue from two E&M customers individually accounted for approximately 21% and 10% of total E&M segment revenues, respectively. As for T&D, revenues from a single T&D customer accounted for approximately 16% of total T&D segment revenues.
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Cost-reimbursable contracts accounted for approximately 43% of total contract revenues, including 46% of E&M contract revenues and 30% of T&D contract revenues. Unit-price contracts accounted for approximately 5% of total contract revenues, including 1% of E&M contract revenues and 18% of T&D contract revenues.
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Backlog Backlog is a common measurement in the construction services industry.
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Protects governments and consumers from fraudulent practices. • Wage, Welfare and/or Fringe Bond. Ensures coverage of wages, welfare and/or fringe benefits. As of December 31, 2025 and 2024, we had approximately $2.10 billion and $2.05 billion in surety bonds outstanding, respectively.
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Of the $27.9 million of bonding posted for Corporate and Other, $18.1 million was surety-backed standby letters of credit (“SBLOC”) that were issued during the fourth quarter of 2025.
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We had approximately 10,000 employees at peak across all functions and sites in 2025, with approximately 9,400 employees as of December 31, 2025. In 2024, we had approximately 8,700 employees at peak across all functions and sites, with a similar workforce count as of December 31, 2024.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

121 edited+21 added−14 removed163 unchanged
Biggest changeLarge construction projects often involve extended timelines and are subject to delays, cancellations, or reduced activity during economic downturns, further amplifying risks to our revenues and profitability. General concerns about the fundamental soundness of the economy may cause customers to defer projects, even if they have credit available to them.
Biggest changeDemand for our services has been, and will likely continue to be, cyclical in nature and vulnerable to downturns in the general economy, as well as in the construction industry. Large construction projects often involve extended timelines and are subject to delays, cancellations, or reduced activity during economic downturns, further amplifying risks to our revenues and profitability.
The number of construction contracts we enter into is dependent on the level and timing of maintenance and construction programs undertaken by customers. Utilities and independent contractors represent our largest customer base. Accordingly, utility and subcontract work accounts for a significant portion of the work performed by us.
The number of construction contracts we enter into is dependent on the level and timing of maintenance and construction programs undertaken by our customers. Utilities and independent contractors represent our largest customer base. Accordingly, utility and subcontract work accounts for a significant portion of the work performed by us.
Certain members of management and directors hold our stock and stock in MDU Resources and may face actual or potential conflicts of interest. Following the Separation and Distribution, certain members of our management and board of directors and of MDU Resources own stock in both MDU Resources common stock and our common stock.
Certain members of management and directors hold our stock and stock in MDU Resources and may face actual or potential conflicts of interest. Following the Separation and Distribution, certain members of our management and board and of MDU Resources own stock in both MDU Resources common stock and our common stock.
Acquisitions may expose us to operational challenges and risks, including, among others: • the diversion of management’s attention from the day-to-day operations of the company; • the complexities and difficulties associated with managing our business as it grows; • managing a significantly larger company than before completion of an acquisition; • the assimilation of new employees and the integration of business cultures; • training and facilitating our internal control processes within the acquired organization; • difficulties incorporating the operations and personnel, or inability to retain key personnel, of an acquired business; • additional financial reporting and accounting challenges associated with an acquired business; • challenges in combining service offerings and sales and marketing activities; and • the assumption of unknown liabilities of the acquired business for which there are inadequate reserves and the potential impairment of acquired intangible assets.
Acquisitions may expose us to operational challenges and risks, including, among others: 14 • the diversion of management’s attention from the day-to-day operations of the company; • the complexities and difficulties associated with managing our business as it grows; • managing a significantly larger company than before completion of an acquisition; • the assimilation of new employees and the integration of business cultures; • training and facilitating our internal control processes within the acquired organization; • difficulties incorporating the operations and personnel, or inability to retain key personnel, of an acquired business; • additional financial reporting and accounting challenges associated with an acquired business; • challenges in combining service offerings and sales and marketing activities; and • the assumption of unknown liabilities of the acquired business for which there are inadequate reserves and the potential impairment of acquired intangible assets.
Under the tax matters agreement we entered into with MDU Resources pursuant to the Separation and Distribution (the “tax matters agreement”), we may be required to indemnify MDU Resources against any additional taxes and related amounts resulting from the Separation and Distribution (and any related costs and other damages) to the extent such amounts resulted from (a) an acquisition of all or a portion of our equity securities or assets, whether by merger or otherwise (and regardless of whether we participated in or otherwise facilitated the acquisition), (b) other actions or failures to act by us or (c) any inaccuracy or breach of our representations, covenants or undertakings contained in any of the Separation-related agreements and documents or in any documents relating to the IRS private letter ruling and/or the opinion(s) of tax advisors.
Under the tax matters agreement we entered into with MDU Resources pursuant to the Separation and Distribution (the “tax matters agreement”), we may be required to indemnify MDU Resources against any additional taxes and related amounts resulting from the Separation and Distribution (and any related costs and other damages) to the extent such amounts resulted from (a) an acquisition of all or a portion of our equity securities or assets, whether by merger or otherwise (and regardless of whether we participated in or otherwise facilitated the acquisition), (b) other actions or failures to act by us or (c) any inaccuracy or breach of our representations, covenants or undertakings contained in any of the Separation-related agreements 26 and documents or in any documents relating to the IRS private letter ruling and/or the opinion(s) of tax advisors.
Other factors associated with a pandemic that could impact our business and future operating results, revenues and liquidity include impacts related to the health, safety and availability of employees and contractors, extended rise in unemployment, public and private-sector budget changes and constraints, counterparty credit, costs and availability of supplies, capital construction and infrastructure operation and maintenance programs, financing plans, multiemployer pension valuations, travel 15 restrictions and legal matters.
Other factors associated with a pandemic that could impact our business and future operating results, revenues and liquidity include impacts related to the health, safety and availability of employees and contractors, extended rise in unemployment, public and private-sector budget changes and constraints, counterparty credit, costs and availability of supplies, capital construction and infrastructure operation and maintenance programs, financing plans, multiemployer pension valuations, travel restrictions and legal matters.
The timing, declaration, amount and payment of any dividends to our stockholders, if any, is within the discretion of our board of directors, and will depend upon many factors, including our financial condition, earnings, capital requirements, including for our operating subsidiaries, covenants associated with certain of our debt service obligations, legal requirements, Delaware corporate surplus requirements, regulatory constraints, industry practice, ability to access capital markets, and other factors deemed relevant by our board of directors.
The timing, declaration, amount and payment of any dividends to our stockholders, if any, is within the discretion of our board, and will depend upon many factors, including our financial condition, earnings, capital requirements, including for our operating subsidiaries, covenants associated with certain of our debt service obligations, legal requirements, Delaware corporate surplus requirements, regulatory constraints, industry practice, ability to access capital markets, and other factors deemed relevant by our board.
These provisions include rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings and the right of our board of directors to issue preferred stock without stockholder approval. Delaware law also imposes some restrictions on mergers and other business combinations between any holder of 15 percent or more of our outstanding common stock and us.
These provisions include rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings and the right of our board to issue preferred stock without stockholder approval. Delaware law also imposes some restrictions on mergers and other business combinations between any holder of 15% or more of our outstanding common stock and us.
For example, a separation may result in taxable gain to the parent corporation under Section 355(e) of the Code if the separation were deemed to be part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, shares representing a 50 percent or greater interest (by vote or value) in the spun-off corporation.
For example, a separation may result in taxable gain to the parent corporation under Section 355(e) of the Code if the separation were deemed to be part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, shares representing a 50% or greater interest (by vote or value) in the spun-off corporation.
In addition, our certificate of incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock that have such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over our common stock respecting dividends and distributions, as our board of directors generally may determine.
In addition, our certificate of incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock that have such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over our common stock respecting dividends and distributions, as our board of directors (“board”) generally may determine.
You should carefully consider the following risks and other information in this Annual Report in evaluating our business and common stock. Operations, Growth and Competitive Risks We operate in a highly competitive industry. Our business is subject to competition. The markets we serve are highly fragmented and we compete with a number of regional, national and international companies.
You should carefully consider the following risks and other information in this 2025 Annual Report in evaluating our business and common stock. Operations, Growth and Competitive Risks We operate in a highly competitive industry. Our business is subject to competition. The markets we serve are highly fragmented and we compete with a number of regional, national and international companies.
We are continuously re-evaluating the need to upgrade and/or replace systems and network infrastructure. These upgrades and/or replacements could adversely impact operations by imposing substantial capital expenditures, creating delays or outages, or experiencing difficulties transitioning to new systems. System disruptions, if not anticipated and appropriately mitigated, could adversely affect us.
We are continuously re-evaluating the need to upgrade and/or replace systems and network infrastructure. These upgrades and/or replacements could 15 adversely impact operations by imposing substantial capital expenditures, creating delays or outages, or experiencing difficulties transitioning to new systems. System disruptions, if not anticipated and appropriately mitigated, could adversely affect us.
If any of these representations, statements or undertakings is, or becomes, inaccurate or incomplete, or if MDU Resources or Everus breach any of the representations or covenants contained in any of the separation-related agreements and documents or in any documents relating to the IRS private 23 letter ruling and/or the opinion(s) of tax advisors, the IRS private letter ruling and/or the opinion(s) of tax advisors may be invalid and the conclusions reached therein could be jeopardized.
If any of these representations, statements or undertakings is, or becomes, inaccurate or incomplete, or if MDU Resources or Everus breach any of the representations or covenants contained in any of the separation-related agreements and documents or in any documents relating to the IRS private letter ruling and/or the opinion(s) of tax advisors, the IRS private letter ruling and/or the opinion(s) of tax advisors may be invalid and the conclusions reached therein could be jeopardized.
Item 1A. RISK FACTORS Our business and financial results are subject to a number of risks and uncertainties. The risk factors and other matters discussed herein are important factors that could cause our actual results or outcomes to differ materially from those discussed in the forward-looking statements included elsewhere in this Annual Report.
Item 1A. RISK FACTORS Our business and financial results are subject to a number of risks and uncertainties. The risk factors and other matters discussed herein are important factors that could cause our actual results or outcomes to differ materially from those discussed in the forward-looking statements included elsewhere in this 2025 Annual Report.
There can be no assurance that our current or past insurance coverages will be sufficient or effective under all circumstances or against all claims and liabilities to which we may be subject. We generally renew our insurance policies on an annual basis; therefore, deductibles and levels of insurance coverages may change in future periods.
There can be no assurance that our current or past insurance coverages will be sufficient or effective under all circumstances or against all claims and liabilities to which we may be subject. 13 We generally renew our insurance policies on an annual basis; therefore, deductibles and levels of insurance coverages may change in future periods.
These restrictions may limit our ability to pursue certain strategic transactions or other transactions that we may believe to be in the best interests of our stockholders or that might increase the value of our business. 24 As an independent, publicly traded company, we may not enjoy the same benefits that we did as a segment of MDU Resources.
These restrictions may limit our ability to pursue certain strategic transactions or other transactions that we may believe to be in the best interests of our stockholders or that might increase the value of our business. As an independent, publicly traded company, we may not enjoy the same benefits that we did as a segment of MDU Resources.
This may include interruption of facilities for delivery of construction services or other products and services, any of which could adversely affect our reputation, business, cash flows 14 and results of operations or subject us to legal costs. Our accounting systems and our ability to collect information and invoice customers for products and services could be disrupted.
This may include interruption of facilities for delivery of construction services or other products and services, any of which could adversely affect our reputation, business, cash flows and results of operations or subject us to legal costs. Our accounting systems and our ability to collect information and invoice customers for products and services could be disrupted.
The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period.
The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, 17 and disclosure of contingent assets and liabilities, at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period.
Management’s Discussion and Analysis of Financial Condition and Results of Operations contained elsewhere in this Annual Report, contract revenue is recognized over time using the input method, based on progress measured by costs incurred relative to total estimated costs for a performance obligation.
Management’s Discussion and Analysis of Financial Condition and Results of Operations contained elsewhere in this 2025 Annual Report, contract revenue is recognized over time using the input method, based on progress measured by costs incurred relative to total estimated costs for a performance obligation.
As a result, our ability to maintain productivity, 21 relationships with customers, competitive costs, and quality services is limited by our ability to employ, retain and train the necessary skilled personnel and could negatively affect our results of operations, financial position and cash flows. Our unionized workforce may adversely affect operations.
As a result, our ability to maintain productivity, relationships with customers, competitive costs, and quality services is limited by our ability to employ, retain and train the necessary skilled personnel and could negatively affect our results of operations, financial position and cash flows. Our unionized workforce may adversely affect operations.
Accordingly, in the event that our board of directors determines that a potential business combination transaction is not in the best interests of us and our stockholders but certain stockholders believe that such a transaction would be beneficial to us and our stockholders, such stockholders may elect to sell their shares in us and the trading price of our common stock could decrease.
Accordingly, in the event that our board determines that a potential business combination transaction is not in the best interests of us and our stockholders but certain stockholders believe that such a transaction would be beneficial to us and our stockholders, such stockholders may elect to sell their shares in us and the trading price of our common stock could decrease.
Our certificate of incorporation and bylaws, and Delaware law, contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids more expensive to the acquirer and to encourage prospective acquirers to negotiate with our board of directors rather than to attempt a hostile takeover.
Our certificate of incorporation and bylaws, and Delaware law, contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids more expensive to the acquirer and to encourage prospective acquirers to negotiate with our board rather than to attempt a hostile takeover.
For example, in recent years, we experienced supply chain delays, including long lead times for certain materials and equipment, as well as an escalation in material and fuel prices, to varying degrees. These disruptions resulted in declines in gross profit and gross profit margin for certain of our operations.
For example, in recent years, we have experienced supply chain delays, including long lead times for certain materials and equipment, as well as an escalation in material and fuel prices, to varying degrees. These disruptions resulted in declines in gross profit and gross margin for certain of our operations.
Other significant changes may occur in our cost structure, management, financing and business operations as a result of now operating as a standalone company. For additional information about the past financial performance of our business and the basis of presentation of the historical audited consolidated financial statements, see Item 7.
Other significant changes may occur in our cost structure, management, financing and business operations as a result of now operating as a standalone company. For additional information about the past financial performance of our business and the basis of presentation of the historical consolidated financial statements, see Item 7.
If one or more of the analysts ceases coverage of our common stock or fails to publish reports on us regularly, demand for our common stock could decrease, which could cause our common stock price or trading volume to decline. Your percentage of ownership in us may be diluted in the future.
If one or more of the analysts ceases coverage of our common stock or fails to publish reports on us regularly, demand for our common stock could decrease, which could cause our common stock price or trading volume to decline. 23 Your percentage of ownership in us may be diluted in the future.
Accordingly, the historical financial information prior to the Separation included in this Annual Report does not necessarily reflect the financial condition, results of 22 operations and cash flows that we would have achieved as a separate, publicly traded company during those periods presented or those that we will achieve in the future, primarily as a result of the factors described below: • Prior to the Separation, our business was operated by MDU Resources as part of its broader corporate organization, rather than as an independent company, and MDU Resources or one of its affiliates performed certain corporate functions for us.
Accordingly, the historical financial information prior to the Separation included in this 2025 Annual Report does not necessarily reflect the financial condition, results of operations and cash flows that we would have achieved as a separate, publicly traded company during those periods presented or those that we will achieve in the future, primarily as a result of the factors described below: • Prior to the Separation, our business was operated by MDU Resources as part of its broader corporate organization, rather than as an independent company, and MDU Resources or one of its affiliates performed certain corporate functions for us.
If we fail to achieve some or all of the benefits expected to result from the Separation, or if such benefits are delayed, it could have a material adverse effect on our financial position, results of operations and cash flows.
If we fail to achieve some or all of the benefits expected to result from the 27 Separation, or if such benefits are delayed, it could have a material adverse effect on our financial position, results of operations and cash flows.
In the event that we have concentrated credit risk from clients in a specific geographic area or industry, continuing negative trends or a worsening in financial conditions in that specific geographic area or industry could make us susceptible to 12 disproportionately high levels of default.
In the event that we have concentrated credit risk from clients in a specific geographic area or industry, continuing negative trends or a worsening in financial conditions in that specific geographic area or industry could make us susceptible to disproportionately high levels of default.
For further discussion of our impairment testing, refer to Note 2 – Basis of Presentation and Summary of Significant Accounting Policies and Note 5 – Goodwill and Other Intangible Assets in the audited consolidated financial statements and Critical Accounting Estimates included in Item 7.
For further discussion of our impairment testing, refer to Note 2 – Basis of Presentation and Summary of Significant Accounting Policies and Note 5 – Goodwill and Other Intangible Assets in the consolidated financial statements and Critical Accounting Estimates included in Item 7.
However, these provisions apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that our board of directors determines is not in the best interests of us and our stockholders.
However, these provisions apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that our board determines is not in the best interests of us and our stockholders.
The actual cost of labor and materials, however, may vary from the costs we originally estimated, something which we have experienced and may continue to experience due to inflationary pressures, supply chain challenges, tariffs and rising interest rates.
The actual cost of labor and materials, however, may vary from the costs we originally estimated, something which we have experienced and may continue to experience due to inflationary pressures, supply chain challenges, imposed tariffs and rising interest rates.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained elsewhere in this Annual Report. Legal and Regulatory Risks We may be negatively impacted by pending and/or future litigation, claims or investigations.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained elsewhere in this 2025 Annual Report. Legal and Regulatory Risks We may be negatively impacted by pending and/or future litigation, claims or investigations.
Our historical information in this Annual Report refers to our business as operated by and integrated with MDU Resources for periods prior to the Separation and as a standalone public company for periods following the Separation.
Our historical information in this 2025 Annual Report refers to our business as operated by and integrated with MDU Resources for periods prior to the Separation and as a standalone public company for periods following the Separation.
This ownership overlap could create, or appear to create, potential conflicts of interest when our management and directors and MDU Resources’ management and directors face decisions that could have different implications for us and MDU Resources.
This ownership overlap could create, or appear to create, potential conflicts of interest when our management and directors and MDU Resources’ management and directors face 28 decisions that could have different implications for us and MDU Resources.
As discussed in further detail in Note 2 – Basis of Presentation and Summary of Significant Accounting Policies in the audited consolidated financial statements and Critical Accounting Estimates included in Item 7.
As discussed in further detail in Note 2 – Basis of Presentation and Summary of Significant Accounting Policies in the consolidated financial statements and Critical Accounting Estimates included in Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations and the historical financial statements and accompanying notes in Item 8. Financial Statements and Supplementary Data contained elsewhere in this Annual Report.
Management’s Discussion and Analysis of Financial Condition and Results of Operations and the historical financial statements and accompanying notes in Item 8. Financial Statements and Supplementary Data contained elsewhere in this 2025 Annual Report.
The timing of contract awards, including contracts awarded underneath Master Service Agreements (“MSAs”), duration of large new contracts and the mix of services can significantly affect backlog.
The timing of contract awards, including contracts awarded underneath master service agreements, duration of large new contracts and the mix of services can significantly affect backlog.
We are, and may become party to, among other things, personal injury, commercial, contract, warranty, antitrust, tax, property entitlements, product liability, health and safety, and employment claims. The outcome of pending or future lawsuits, claims, investigations or proceedings is often difficult to predict and could be adverse and material in amount.
We are, and may become party to, among other things, personal injury, commercial, contract, warranty, antitrust, tax, property entitlements, shareholder actions, product liability, health and safety, and employment claims. The outcome of pending or future lawsuits, claims, investigations or proceedings is often difficult to predict and could be adverse and material in amount.
Our profitability may be impacted by lower prices, which may negatively impact gross profit and gross profit margin. 13 Additionally, our fixed-price contracts generally do not allow us to adjust our prices and, as a result, increases in material or fuel costs could reduce our profitability with respect to projects in progress.
Our profitability may be impacted by lower prices, which may negatively impact gross profit and gross margin. 12 Additionally, our fixed-price contracts generally do not allow us to adjust our prices and, as a result, increases in material or fuel costs could reduce our profitability with respect to projects in progress.
In addition to the monetary cost, litigation can divert management’s attention from our core business opportunities. Development of new information in these matters can often lead to changes in management’s estimated liabilities associated with these proceedings including the judge’s rulings or judgements, jury verdicts, settlements or changes in applicable law.
In addition to the monetary cost, litigation can divert management’s attention from our core business opportunities. Development of new information in these matters can often lead to changes in management’s estimated liabilities associated with these proceedings including the judge’s rulings or judgments, jury verdicts, settlements or changes in applicable law.
In locations or environments where claims have become more frequent or severe in recent years, insurance may become difficult 16 or impossible to obtain.
In locations or environments where claims have become more frequent or severe in recent years, insurance may become difficult or impossible to obtain.
Our business is based in part on government-funded infrastructure projects and building activities, and any associated regulatory changes or requirements in these areas could have an adverse affect on us. Certain of our customers operate in regulated industries and depend on government spending for infrastructure and other similar building activities.
Our business is based in part on government-funded infrastructure projects and building activities, and any associated regulatory changes or requirements in these areas could have an adverse effect on us. Certain of our customers operate in regulated industries and depend on government spending for infrastructure and other similar building activities.
Our contracts may require us to indemnify our customers, project owners and other parties for injury, damage or loss arising out of our presence at its customers’ location, or in the performance of our work, in both cases regardless of fault, and provide for warranties for materials and workmanship.
Our contracts may require us to indemnify our customers, project owners and other parties for injury, damage or loss arising out of our presence at its customers’ location, or in the performance of our work, in both cases regardless of fault. Our contracts may also require warranties for materials and workmanship.
We believe these provisions protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our board of directors and by providing our board of directors with more time to assess any acquisition proposal. These provisions are not intended to make us immune from takeovers.
We believe these provisions protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our board and by providing our board with more time to assess any acquisition proposal. These provisions are not intended to make us immune from takeovers.
For more information, refer to Note 2 – Basis of Presentation and Summary of Significant Accounting Policies in the audited consolidated financial statements and Critical Accounting Estimates included in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations contained elsewhere in this Annual Report.
For more information, refer to Note 2 – Basis of Presentation and Summary of Significant Accounting Policies in the consolidated financial statements and Critical Accounting Estimates included in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations contained elsewhere in this 2025 Annual Report.
A public market for our common stock has only existed for a minimal period of time following the Separation and Distribution. The trading price of our common stock has been and may continue to be volatile and the trading volume may fluctuate and cause significant price variations to occur.
A public market for our common stock has only existed for a limited period of time following the Separation and Distribution. The trading price of our common stock has been and may continue to be volatile and the trading volume may fluctuate and cause significant price variations to occur.
This amount of debt could potentially have important consequences to us and our debt and equity investors, including: • requiring a substantial portion of our cash flow from operations to make interest payments on this debt; • making it more difficult to satisfy debt service and other obligations; • increasing the risk of a future credit ratings downgrade of our debt, which could increase future debt costs and limit the future availability of debt financing; • increasing our vulnerability to general adverse economic and industry conditions; • reducing the cash flow available to fund capital expenditures and other corporate purposes to grow our business; • limiting our flexibility in planning for, or reacting to, changes in our business and the industry; • placing us at a competitive disadvantage relative to our competitors that may not be as highly leveraged with debt; and • limiting our ability to borrow additional funds as needed or take advantage of business opportunities as they arise, pay cash dividends or repurchase common shares.
This amount of debt could potentially have important consequences to us and our debt and equity investors, including: • requiring a substantial portion of our cash flow from operations to make interest payments on this debt; • making it more difficult to satisfy debt service and other obligations; • increasing future debt costs and limit the future availability of debt financing; • increasing our vulnerability to general adverse economic and industry conditions; • reducing the cash flow available to fund capital expenditures and other corporate purposes to grow our business; • limiting our flexibility in planning for, or reacting to, changes in our business and the industry; • placing us at a competitive disadvantage relative to our competitors that may not be as highly leveraged with debt; and • limiting our ability to borrow additional funds as needed or take advantage of business opportunities as they arise, pay cash dividends or repurchase common shares.
Most of our work is obtained on the basis of competitive bids or by negotiation of either cost-reimbursable or fixed-price contracts, and we benefit from repeat customers and strive to maintain successful long-term relationships with our customers. The loss of, or reduction in business from, certain significant customers could have a material adverse effect on our business.
Most of our work is obtained on the basis of competitive bids or by negotiation of either cost-reimbursable or fixed-price contracts, and we benefit from repeat customers and strive to maintain successful long-term relationships with our customers. The loss of, or reduction in business from, one or more significant customers could have a material adverse effect on our business.
Financial and Accounting Risks Our financial results and projections are based upon estimates and assumptions that may cause our actual results to materially differ from such projections, which may adversely affect our future results of operations, cash flows and stock price.
Our financial results and projections are based upon estimates and assumptions that may cause our actual results to materially differ from such projections, which may adversely affect our future results of operations, cash flows and stock price.
While we attempt to comply with all applicable laws and regulations, there can be no assurance that we are in full compliance with all applicable laws and regulations or interpretations of these laws and regulations at all times or that we will be able to comply with any future laws, regulations or interpretations of these laws and regulations.
There can be no assurance that we are in full compliance with all applicable laws and regulations or interpretations of these laws and regulations at all times or that we will be able to comply with any future laws, regulations or interpretations of these laws and regulations.
As of December 31, 2024, approximately 83% of our employees were covered by collective bargaining agreements. Although the majority of these agreements prohibit strikes and work stoppages, we cannot be certain that strikes or work stoppages will not occur in the future.
As of December 31, 2025 and 2024, approximately 85% and 83% of our employees were covered by collective bargaining agreements, respectively. Although the majority of these agreements prohibit strikes and work stoppages, we cannot be certain that strikes or work stoppages will not occur in the future.
Our certificate of incorporation and bylaws provide that, unless the board of directors otherwise determines, the state courts of the State of Delaware, or, if no state court located in the State of Delaware has jurisdiction, the federal court for the District of Delaware, will be the sole and exclusive forum for any derivative action or proceeding brought on behalf of us, any action asserting a claim of breach of a fiduciary duty owed by any director or officer to us or our stockholders, creditors or other constituents, any action asserting a claim against us or any director or officer arising pursuant to any provision of the Delaware General Corporation Law, as amended (the “DGCL”), or our certificate of incorporation or bylaws, or any action asserting a claim against us or any director or officer governed by the internal affairs doctrine.
Our certificate of incorporation and bylaws provide that, unless the board otherwise determines, the state courts of the State of Delaware, or, if no state court located in the State of Delaware has jurisdiction, the federal court for the District of Delaware, will be the sole and exclusive forum for any derivative action or proceeding brought on behalf of us, any action asserting a claim of breach of a fiduciary duty owed by any director or officer to us or our stockholders, creditors or other constituents, any action asserting a claim against us or any director or officer arising pursuant to any provision of the DGCL, as amended, or our certificate of incorporation or bylaws, or any action asserting a claim against us or any director or officer governed by the internal affairs doctrine.
Prior to the Separation, our business operated as one of MDU Resources’ business segments, and MDU Resources performed substantially all the corporate functions for Everus Construction’s operations, including managing financial and human resources systems, internal auditing, investor relations, treasury services, financial reporting, finance and tax administration, benefits administration, legal, and regulatory functions.
Prior to the Separation, our business operated as one of MDU Resources’ business segments, and MDU Resources performed substantially all the corporate functions for Everus Construction’s operations, including managing financial and human resources systems, internal auditing, information technology, investor relations, treasury services, financial reporting, finance and tax administration, benefits administration, legal, risk management and regulatory functions.
Separation and Distribution Risks We have minimal history of operating as an independent, public company and our historical financial information is not necessarily representative of the results that we would have achieved as a separate, publicly traded company and may not be a reliable indicator of our future results.
Separation and Distribution Risks We have limited history of operating as an independent, public company and our historical financial information prior to the Separation is not necessarily representative of the results that we would have achieved as a separate, publicly traded company and may not be a reliable indicator of our future results.
A significant customer may also encounter financial constraints, file for bankruptcy protection or cease operations, any of which could also result in reduced or discontinued business with us. The loss of business from a significant customer could have a material adverse effect on our business, financial condition, results of operations and cash flows.
In addition, one or more significant customers may also encounter financial constraints, file for bankruptcy protection or cease operations, any of which could also result in reduced or 11 discontinued business with us. The loss of business from one or more significant customers could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Our historical financial information prior to the Separation included in this Annual Report is derived from the audited consolidated financial statements and accounting records of MDU Resources and Everus Construction.
Our historical financial information prior to the Separation included in this 2025 Annual Report was derived from the consolidated financial statements and accounting records of MDU Resources and Everus Construction.
These agreements include the separation and distribution agreement, the tax matters agreement, the employee matters agreement and the transition services agreement and any commercial agreements between the parties or their affiliates. Potential conflicts of interest may also arise out of any commercial arrangements that we or MDU Resources may enter into in the future.
These agreements include the separation and distribution agreement, the tax matters agreement, the employee matters agreement and the transition services agreement and any commercial agreements between the parties or their affiliates. Potential conflicts of interest may also arise out of any commercial arrangements that we or MDU Resources may enter into in the future. Item 1B. Unresolved Staff Comments None.
These and other provisions of our certificate of incorporation, bylaws and the DGCL could have the effect of delaying, deferring or preventing a proxy contest, tender offer, merger or other change in control, which may have a material adverse effect on our business, financial condition and results of operations.
These and other provisions of our certificate of incorporation, bylaws and the Delaware General Corporation Law, (the “DGCL”) could have the effect of delaying, deferring or preventing a proxy contest, tender offer, merger or other change in control, which may have a material adverse effect on our business, financial condition and results of operations.
Fluctuations in the price of energy and commodity materials, whether resulting from fluctuations in market supply or demand, geopolitical conditions, including supply chain disruptions and sanctions on Russian exports as a result of Russia’s invasion of Ukraine and recent shipping lane disruptions, an increase in trade protection measures such as tariffs, or the disruption, modification, or cancellation of multilateral trade agreements, may adversely affect our customers and as a result cause them to curtail the use of our services.
Fluctuations in the price of energy and commodity materials, whether resulting from fluctuations in market supply or demand, geopolitical conditions, including supply chain disruptions and sanctions as a result of foreign wars or conflicts and recent shipping lane disruptions, an increase in trade protection measures such as tariffs, or the disruption, modification, or cancellation of multilateral trade agreements, may adversely affect our customers and as a result cause them to curtail the use of our services.
We may also be required to name the customer and others as an additional insured party under our insurance policies. We maintain limited insurance coverage against these and other risks associated with our business.
Our contracts may also require us to name the customer and others as an additional insured party under our insurance policies. We maintain limited insurance coverage against these and other risks associated with our business.
The degree to which a pandemic will impact us depends on future developments, including but not limited to: the possible resurgence of COVID-19 and its variants, federal and state mandates, actions taken by governmental authorities, and the pace and extent to which the economy recovers and remains under relatively normal operating conditions.
The degree to which a pandemic will impact us depends on future developments, including but not limited to: federal and state mandates, actions taken by governmental authorities, and the pace and extent to which the economy recovers and remains under relatively normal operating conditions.
However, at the segment level, revenue from a single customer accounted for 17.2% of total T&D segment revenues, but no single customer accounted for more than 10% of total E&M segment revenues in 2024.
However, at the segment level, no single customer accounted for more than 10% of total E&M segment revenues, but revenues from a single customer accounted for approximately 17% of total T&D segment revenues.
Under the tax matters agreement, and as described in more detail above, we would be required to indemnify MDU Resources for the resulting taxes and related amount, and this indemnity obligation might discourage, delay or prevent a change of control that stockholders may consider favorable. Item 1B. Unresolved Staff Comments None. 28
Under the tax matters agreement, and as described in more detail below, we would be required to indemnify MDU Resources for the resulting taxes and related amount, and this indemnity obligation might discourage, delay or prevent a change of control that stockholders may consider favorable.
Our historical financial information prior to the Separation does not reflect the debt that we incurred in connection with the Separation. • As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2022 (“Sarbanes-Oxley Act”) and the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) and are required to prepare our financial statements according to the rules and regulations required by the SEC.
Our historical financial information prior to the Separation does not reflect the debt that we incurred in connection with the Separation. 25 • As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the Dodd-Frank Act and are required to prepare our financial statements according to the rules and regulations required by the SEC.
Customers may also reduce projects in response to economic conditions. Many of the factors affecting our ability to generate internal growth may be beyond our control, and we cannot be certain that strategic initiatives will be successful or that we will be able to generate cash flow sufficient to fund operations and to support internal growth.
Many of the factors affecting our ability to generate internal growth may be beyond our control, and we cannot be certain that strategic initiatives will be successful or that we will be able to generate cash flow sufficient to fund operations and to support internal growth.
Under current accounting rules, goodwill and other identifiable intangible assets that have indefinite useful lives cannot be amortized, but instead must be tested at least annually for impairment, while identifiable intangible assets that have finite useful lives are amortized over their useful lives. Significant judgment is required in completing these tests.
Under current accounting rules, goodwill and other identifiable intangible assets that have indefinite useful lives cannot be amortized, but instead must be tested at least annually for impairment, while identifiable intangible assets that have finite useful lives are amortized over their useful lives.
Pandemics, including COVID-19, may have a negative impact on our business operations, revenues, results of operations, liquidity and cash flows. Pandemics have disrupted national, state and local economies. To the extent a pandemic adversely impacts our business, operations, revenues, liquidity or cash flows, it could also have a heightened effect on other risks described in this section.
In the past, pandemics have disrupted national, state and local economies. To the extent a pandemic adversely impacts our business, operations, revenues, liquidity or cash flows, it could also have a heightened effect on other risks described in this section.
We enter into certain joint venture arrangements typically to bid and execute particular projects. Generally, these agreements are directly with a third-party client; however, services may be performed by the joint venture, the joint venture partners or a combination thereof. Engaging in joint venture contracts exposes us to risks and uncertainties, some of which are outside our control.
Generally, these agreements are directly with a third-party client; however, services may be performed by the joint venture, the joint venture partners or a combination thereof. Engaging in joint venture contracts exposes us to risks and uncertainties, some of which are outside our control.
Our ability to generate internal growth may be affected by, among other factors, our ability to: • attract new customers; • successfully bid for new projects; • increase the number of projects performed for existing customers; • expand geographically; • adapt the range of services we offer to address customers’ evolving construction needs; • secure appropriate levels of construction equipment; and • hire and retain qualified personnel; 10 In addition, our customers may reduce the number or size of projects available to us due to their inability to obtain capital.
Our ability to generate internal growth may be affected by, among other factors, our ability to: • attract new customers; • successfully bid for new projects; • increase the number of projects performed for existing customers; • expand geographically; • adapt the range of services we offer to address customers’ evolving construction needs; • secure appropriate levels of construction equipment; and • hire and retain qualified personnel.
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the Dodd-Frank Act and are required to prepare our financial statements according to the rules and regulations required by the SEC.
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”) and the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) and are required to prepare our financial statements according to the rules and regulations required by the SEC.
While we cannot predict what further action may be taken with respect to export restrictions, tariffs or trade relations between the U.S. and other governments as stated above, any further changes in U.S. or international trade policy could have an adverse impact on our business, financial condition and results of operations.
Furthermore, we may not be able to increase prices for our products enough to offset the impact of tariffs or other trade restrictions, which could negatively impact our gross profit and gross profit margin. 21 While we cannot predict what further action may be taken with respect to export restrictions, tariffs or trade relations between the U.S. and other governments as stated above, any further changes in U.S. or international trade policy could have an adverse impact on our business, financial condition and results of operations.
Moreover, if we determine to pay any dividends in the future, there can be no assurance that we will continue to pay such dividends or the amount of such dividends. 27 Our certificate of incorporation and bylaws designate the state courts of the State of Delaware, or, if no state court located in the State of Delaware has jurisdiction, the federal court for the District of Delaware, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could discourage lawsuits against us and our directors and officers.
Our certificate of incorporation and bylaws designate the state courts of the State of Delaware, or, if no state court located in the State of Delaware has jurisdiction, the federal court for the District of Delaware, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could discourage lawsuits against us and our directors and officers.
Consequently, changes in estimates, or variations of actual results from previous projections, on an unusually large project, or on a number of average size projects, could be material and could have an adverse impact on our financial condition, results of operations, and cash flows. Reductions in our credit ratings could increase financing costs.
Consequently, changes in estimates, or variations of actual results from previous projections, on an unusually large project, or on a number of average size projects, could be material and could have an adverse impact on our financial condition, results of operations, and cash flows. Our backlog may not accurately represent future revenue.
Although we have longstanding relationships with many of our significant customers, a significant customer may unilaterally reduce or discontinue business at any time or merge or be acquired by a company that decides to reduce or discontinue business with us.
One or more of our significant customers may unilaterally reduce or discontinue business at any time or merge or be acquired by a company that decides to reduce or discontinue business with us.
Our business is seasonal, which could adversely affect our operations, revenues and the timing of cash flows. Business operations and activities in certain locations are seasonal, and operations are affected by weather conditions. Construction services and related specialty contracting services typically follow the activity in the construction industry, with heavier workloads in the spring, summer and fall.
Business operations and activities in certain locations are seasonal, and operations are affected by weather conditions. Construction services and related specialty contracting services typically follow the activity in the construction industry, with heavier workloads in the spring, summer and fall.
Disputes may arise between us and MDU Resources in a number of areas relating to our ongoing relationships, including: • labor, tax, employee benefits, indemnification and other matters arising from our Separation from MDU Resources; • employee retention and recruiting; • business combinations involving us; and • the nature, quality and pricing of services that we have agreed with MDU Resources to provide each other. 25 We may not be able to resolve potential conflicts, and even if we do, the resolution may be less favorable than if we were dealing with an unaffiliated party.
Disputes may arise between us and MDU Resources in a number of areas relating to our ongoing relationships, including: • labor, tax, employee benefits, indemnification and other matters arising from our Separation from MDU Resources; • employee retention and recruiting; • business combinations involving us; and • the nature, quality and pricing of services that we have agreed with MDU Resources to provide each other.
Complying with any new legislation and regulation at both the federal and state level related to health care, unemployment tax rates and workers' compensation rates, among others, could adversely affect our results of operations as well change our benefit programs and costs.
Complying with any new legislation and regulation at both the federal and state level related to health care, unemployment tax rates and workers' compensation rates, among others, could adversely affect our financial position, results of operations and cash flows, as well change our benefit programs and costs. 22 Costs related to obligations under multiemployer pension plans could have a material negative effect on our results of operations and cash flows.
If we are unable to satisfactorily resolve any partner performance issues, the customer could terminate the contract, exposing us to legal liability which could negatively impact our reputation, business operations, revenues, results of operations, liquidity and cash flows . 11 A material portion of our business depends on our ability to provide surety bonds.
If we are unable to satisfactorily resolve any partner performance issues, the customer could terminate the contract, exposing us to legal liability which could negatively impact our reputation, business operations, revenues, results of operations, liquidity and cash flows . Technology disruptions or cyberattacks could adversely impact our operations.
Nonpayment and/or nonperformance by our customers and counterparties could have a negative impact on our results of operations and cash flows. We may pursue acquisitions and other strategic transactions that could have a negative effect on our results of operations. As part of our growth strategy, we may pursue acquisitions or joint ventures to expand, complement, or diversify our business.
Costs incurred as a result of warranty claims could adversely affect our results of operations, financial condition and cash flows. We may pursue acquisitions and other strategic transactions that could have a negative effect on our results of operations. As part of our growth strategy, we may pursue acquisitions or joint ventures to expand, complement, or diversify our business.
If we are required to pay MDU Resources under these indemnities, our financial results could be negatively impacted. The MDU Resources indemnity may not be sufficient to hold us harmless from the full amount of liabilities for which MDU Resources will be allocated responsibility, and MDU Resources may not be able to satisfy its indemnification obligations in the future.
The MDU Resources indemnity may not be sufficient to hold us harmless from the full amount of liabilities for which MDU Resources will be allocated responsibility, and MDU Resources may not be able to satisfy its indemnification obligations in the future.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeEngage Third-Parties on Risk Management Periodic external reviews, including penetration tests and security framework assessments, are conducted by auditors, external assessors, and/or consultants to assess and ensure compliance with our information security programs and practices. Internal and external auditors assess our information technology general controls on an annual basis.
Biggest changeInformation technology and cybersecurity personnel receive additional specialized training on current threat vectors and defensive technologies. 29 Engage Third-Parties on Risk Management External reviews are conducted by independent auditors, assessors, and consultants to assess and ensure compliance with our information security programs and practices.
Oversee Third-Party Risk We have implemented a third-party management risk program to help monitor and reduce risks associated with the Company's vendors, which includes processes such as completing due diligence on third party service providers before engaging with them for their services; assessing the third party’s cybersecurity posture by reviewing audit reports of the third party, completing cyber questionnaires, and reviewing applicable certification; including cybersecurity contractual language in contracts to limit risk; and monitoring and reassessing third parties to ensure ongoing compliance with their cybersecurity obligations.
Oversee Third-Party Risk We have implemented a third-party management risk program to help monitor and reduce risks associated with the Company's vendors, which includes processes such as completing due diligence on third party service providers before engaging with them for their services; assessing the third party’s cybersecurity posture by reviewing audit reports of the third party; completing cyber questionnaires; reviewing applicable certification, including cybersecurity contractual language in contracts to limit risk; and monitoring and reassessing third parties to ensure ongoing compliance with their cybersecurity obligations.
Management's Role Managing Risk The Vice President of Technology (“VP of Tech”) plays a large role in informing the audit committee on cybersecurity risks. The audit committee receives presentations and reports from the VP of Tech on cybersecurity related issues which include 29 information security, technology risks and risk mitigation programs regularly at the quarterly board meetings.
Management's Role Managing Risk The Vice President of Technology (“VP of Tech”) plays a large role in informing the audit committee on cybersecurity risks. The audit committee receives presentations and reports from the VP of Tech on cybersecurity related issues which include information security, technology risks and risk mitigation programs regularly at the quarterly board meetings.
Other Risk Factors See also “Item 1A. Risk Factors–Operations, Growth and Competitive Risks–Technology disruptions or cyberattacks could adversely impact our operations.” Governance Board of Directors Oversight The board, as a whole and through its committees, has responsibility for oversight of risk management.
Other Risk Factors See also “Item 1A. Risk Factors–Operations, Growth and Competitive Risks–Technology disruptions or cyberattacks could adversely impact our operations.” Governance Board of Directors Oversight Our board, as a whole and through its committees, has responsibility for oversight of risk management.
The Director of Cybersecurity, who reports to the VP of Tech, holds a masters degree in Applied Information Management, holds several IT security certifications, including the Certified Information Systems Security Professional (“CISSP”) and the Certified Information Systems Auditor (“CISA”), and has over 20 years of IT and information security experience.
The Director of Cybersecurity, who reports to the VP of Tech, holds a masters degree in 30 Applied Information Management, holds several IT security certifications, including the Certified Information Systems Security Professional (“CISSP”) and the Certified Information Systems Auditor (“CISA”), and has over 20 years of IT and information security experience.
The VP of Tech, executive leadership, which includes the chief executive officer, chief operating officer, chief financial officer, chief accounting officer, chief legal officer, SEC financial reporting department employees, and the board of directors, are notified of any material cybersecurity incidents through a defined escalation process.
The VP of Tech, executive leadership, which includes the chief executive officer, chief operating officer, chief financial officer, chief accounting officer, chief legal officer, SEC financial reporting department employees, and our board, are notified of any material cybersecurity incidents through a defined escalation process.
In its risk oversight role, the board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate for identifying, assessing, and managing risk. The audit committee of the board of directors of the Company is responsible for oversight of risks from cybersecurity threats.
In its risk oversight role, our board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate for identifying, assessing, and managing risk. The audit committee of our board (“audit committee”) is responsible for oversight of risks from cybersecurity threats.
Our information systems experience ongoing and often sophisticated cyberattacks by a variety of sources with the apparent aim to breach our cyber-defenses. We have faced, and may continue to face, increased cyber risk due to the increased use of employee-owned devices and work from home arrangements. We are continuously reevaluating the need to upgrade and/or replace systems and network infrastructure.
We have faced, and may continue to face, increased cyber risk due to the increased use of employee-owned devices and work from home arrangements. We are continuously reevaluating the need to upgrade and/or replace systems and network infrastructure.
Risks from Cybersecurity Threats Any risks from previous cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected or are reasonably likely to materially affect our business, financial condition, or results of operations. Such risks and incidents could have a material adverse effect in the future as cyberattacks continue to increase in frequency and sophistication.
Risks from Cybersecurity Threats Any risks from previous cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected or are reasonably likely to materially affect our business, financial condition, or results of operations.
Item 1C. Cybersecurity Risk Management and Strategy Overall Risk Management We have implemented a cyber risk management program to help ensure that our electronic information and information systems are protected from various threats. The cyber risk management program is maintained as part of our overall governance, enterprise risk management program and compliance program.
Item 1C. Cybersecurity Risk Management and Strategy Overall Risk Management We have implemented a cyber risk management program, informed by the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”), to help ensure that our electronic information and information systems are protected from various threats.
We also have cyber event related insurance. Employee Cybersecurity Training We provide ongoing cybersecurity training and compliance programs to facilitate education for employees who may have access to our data and critical systems. Employee phishing tests are conducted on a monthly basis.
Employee Cybersecurity Training We provide ongoing cybersecurity training and compliance programs to facilitate education for employees who may have access to our data and critical systems. Employee phishing tests are conducted on a monthly basis. Training programs are regularly updated to address emerging threats, including AI-powered social engineering and deepfake risks.
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The cyber risk management program is maintained as part of our overall governance, enterprise risk management program and compliance program. Our information systems experience ongoing and often sophisticated cyberattacks by a variety of sources with the apparent aim to breach our cyber-defenses.
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We maintain a formal materiality determination policy that establishes criteria and processes for evaluating whether a cybersecurity incident is material, including assessment of potential financial, operational, reputational, and legal impacts. This policy is applied consistently to all cybersecurity incidents and is reviewed periodically to ensure alignment with evolving SEC disclosure requirements and industry practices.
Added
Such risks and incidents could have a material adverse effect in the future as cyberattacks continue to increase in frequency and sophistication. We also have cyber event-related insurance.
Added
Artificial Intelligence and Emerging Technology Risks The evolving threat landscape includes the increasing use of AI by threat actors to develop more sophisticated cyberattacks, including advanced phishing schemes, social engineering, and automated intrusion attempts. We monitor these developments and adapt our security controls and employee training programs to address AI-enhanced threats.
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We are also evaluating the use of AI and machine learning tools to enhance our cybersecurity monitoring and threat detection capabilities, as well as for operational efficiency in other business functions. The use of AI technologies, whether by us or our third-party service providers, introduces additional risks, including the potential for algorithmic errors, data quality issues, and evolving regulatory requirements.
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We have implemented policies governing the appropriate use of generative AI tools by employees to help protect confidential and proprietary information. The legal and regulatory landscape for AI continues to evolve at the federal, state, and international levels. We monitor these developments and assess their potential impact on our business operations and compliance obligations.
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These include annual penetration testing, periodic security framework assessments, and tabletop exercises to test our incident response capabilities. Internal and external auditors assess our information technology general controls on an annual basis.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe also lease other immaterial properties in 18 states throughout the United States that are used by our E&M and T&D segments. These facilities are used for offices, equipment yards, prefabrication, manufacturing, warehousing, storage and vehicle shops. We believe our facilities are adequate for our current operating needs.
Biggest changeIn addition to the principal office, we own 18 facilities in 10 states throughout the United States, 6 of which are used by our E&M segment, and 12 of which are used by our T&D segment. We also lease other immaterial properties in 13 states throughout the United States that are used by our E&M and T&D segments.
We do not believe that any owned or leased facility is material to our operations and, if necessary, we could obtain replacement leased facilities.
These facilities are used for offices, equipment yards, prefabrication, manufacturing, warehousing, storage and vehicle shops. We believe our facilities are adequate for our current operating needs. We do not believe that any owned or leased facility is material to our operations and, if necessary, we could obtain replacement leased facilities.
Item 2. Properties We currently maintain our principal executive office at 1730 Burnt Boat Drive, Bismarck, North Dakota 58503 under a five-year operating lease. In addition to the principal office, we own 19 facilities, 5 of which are used by our E&M segment, and 14 of which are used by our T&D segment.
Item 2. Properties We currently maintain our principal executive office at 1730 Burnt Boat Drive, Bismarck, North Dakota 58503 under a five-year operating lease that commenced at the beginning of August 2024.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings For a discussion of material legal proceedings, refer to Note 14 – Commitments, Contingencies and Guarantees to the Company’s audited consolidated financial statements included in Part II, Item 8 of this Annual Report, which is incorporated herein by reference. Item 4. Mine Safety Disclosures Not applicable. 30 Part II.
Biggest changeItem 3. Legal Proceedings For a discussion of material legal proceedings, refer to Note 14 – Commitments, Contingencies and Guarantees to the Company’s consolidated financial statements included in Part II, Item 8 of this 2025 Annual Report, which is incorporated herein by reference. Item 4. Mine Safety Disclosures Not applicable. 31 Part II.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe comparisons in the graph and table below are based upon historical data and are not indicative of, nor intended to forecast future performance. November 1, 2024 December 31, 2024 Everus Construction Group, Inc. $ 100.00 $ 125.26 S&P SmallCap 600 Index 100.00 101.69 Peer Group $ 100.00 $ 103.87 31 Issuer Purchases of Equity Securities None.
Biggest changeNovember 1, 2024 December 31, 2024 December 31, 2025 Everus Construction Group, Inc. $ 100.00 $ 125.26 $ 163.00 S&P SmallCap 600 Index 100.00 101.69 107.81 Peer Group $ 100.00 $ 103.87 $ 159.04 32 Issuer Purchases of Equity Securities None. Item 6. [Reserved] 33
The graph tracks the performance of a $100 investment, assuming reinvestment of dividends, if applicable, in our common stock, our peer group and in the index from November 1, 2024, the date we began “regular-way” trading on the NYSE, to December 31, 2024.
The graph tracks the performance of a $100 investment, assuming reinvestment of dividends, if applicable, in our common stock, our peer group and in the index from November 1, 2024, the date we began “regular-way” trading on the NYSE, to December 31, 2025.
Total Stockholder Return The following stock performance graph and table compare the cumulative total stockholder return on our common stock, the S&P SmallCap 600 Index and a peer group selected by our management that includes public companies within our industry.
Total Shareholder Return The following stock performance graph and table compare the cumulative total shareholder return (“TSR”) on our common stock, the S&P SmallCap 600 Index- using total return index, and a peer group selected by our management that includes public companies within our industry.
Holders of Record As of February 24, 2025, there were approximately 8,012 registered common shareholders of record of our common stock. Dividend Policy We have not paid any cash dividends on our common stock and do not anticipate declaring or paying dividends in the foreseeable future.
Dividend Policy We have not paid any cash dividends on our common stock and do not anticipate declaring or paying dividends in the foreseeable future.
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock, par value $0.01, is listed on the New York Stock Exchange (“NYSE”) under the ticker symbol "ECG,” which began “regular-way” trading on November 1, 2024, immediately following the Separation.
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock, par value $0.01, is listed on the New York Stock Exchange (“NYSE”) under the ticker symbol "ECG.” Holders of Record As of February 20, 2026, there were approximately 7,539 registered common shareholders of record of our common stock.
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The closing stock price on November 1, 2024 was used as the starting measurement point and the closing stock price on December 31, 2025 was used as the ending measurement point for the cumulative TSR calculations. The comparisons in the graph and table below are based upon historical data and are not indicative of, nor intended to forecast future performance.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeItem 6. [Reserved] 32 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 33 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 50 Item 8. Financial Statements and Supplementary Data 52 Item 9 . Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 90 Item 9A . Controls and Procedures 90 Item 9B.
Biggest changeItem 6. [Reserved] 33 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 34 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 50 Item 8. Financial Statements and Supplementary Data 52 Item 9 . Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 96 Item 9A . Controls and Procedures 96 Item 9B.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeYears ended December 31, 2024 2023 2022 2024 vs 2023 % change 2023 vs 2022 % change (In millions, except percentages) Operating revenues $ 2,849.7 $ 2,854.4 $ 2,699.2 (0.2) % 5.7 % Cost of sales 2,510.2 2,532.5 2,423.2 (0.9) 4.5 Gross profit 339.5 321.9 276.0 5.5 16.6 Selling, general and administrative expenses 149.6 131.4 111.4 13.9 18.0 Operating income 189.9 190.5 164.6 (0.3) 15.7 Interest expense 14.0 17.0 6.3 (17.6) NM Other income 4.8 4.0 1.4 20.0 NM Income before income taxes and income from equity method investments 180.7 177.5 159.7 1.8 11.1 Income taxes 49.5 45.3 40.8 9.3 11.0 Income from equity method investments 12.2 5.0 5.9 NM (15.3) Net income $ 143.4 $ 137.2 $ 124.8 4.5 % 9.9 % __________________ * NM - Not Meaningful Year Ended December 31, 2024, Compared to Year Ended December 31, 2023 Operating Revenues Operating revenues for the year ended December 31, 2024, were $2,849.7 million, a decrease of $4.7 million, or 0.2%, from $2,854.4 million for the year ended December 31, 2023.
Biggest changeConsolidated Results of Operations Year Ended December 31, 2025, Compared to Year Ended December 31, 2024 The following table sets forth our consolidated selected statements of income data, with percentages of operating revenues for the years indicated, as well as the percentage change from the prior comparative year: Year ended December 31, 2025 % of revenues 2024 % of revenues % change (In millions, except percentages) Operating revenues $ 3,746.4 100.0 % $ 2,849.7 100.0 % 31.5 % Cost of sales 3,292.3 87.9 % 2,510.2 88.1 % 31.2 Gross profit 454.1 12.1 % 339.5 11.9 % 33.8 Selling, general and administrative expenses 189.3 5.1 % 149.6 5.3 % 26.5 Operating income 264.8 7.1 % 189.9 6.7 % 39.4 Interest income 4.6 0.1 % — — % NM Interest expense 21.5 0.6 % 14.0 0.5 % 53.6 Other income, net 9.9 0.3 % 4.8 0.2 % NM Income before income taxes and income from equity method investments 257.8 6.9 % 180.7 6.3 % 42.7 Income taxes 72.3 1.9 % 49.5 1.7 % 46.1 Income from equity method investments 16.3 0.4 % 12.2 0.4 % 33.6 Net income $ 201.8 5.4 % $ 143.4 5.0 % 40.7 % __________________ * NM - Not Meaningful Year Ended December 31, 2025, Compared to Year Ended December 31, 2024 Operating Revenues Operating revenues for the year ended December 31, 2025, were $3.75 billion, an increase of $896.7 million, or 31.5%, from $2.85 billion for the year ended December 31, 2024.
We use EBITDA and EBITDA margin in addition to GAAP metrics, to evaluate our operating results, calculate compensation packages and determine leverage as a multiple of EBITDA to establish the appropriate funding of operations. EBITDA is calculated by adding back interest expense, income taxes and depreciation and amortization to net income.
We use EBITDA and EBITDA margin in addition to GAAP metrics, to evaluate our operating results, calculate compensation packages and determine leverage as a multiple of EBITDA to establish the appropriate funding of operations. EBITDA is calculated by adding back interest expense, net of interest income, income taxes and depreciation and amortization to net income.
Free cash flow does not represent our residual cash flow available for discretionary purposes. Free cash flow is defined as net cash provided by (used in) operating activities less net capital expenditures. The following table reconciles cash provided by (used in) operating activities to free cash flow.
Free cash flow does not represent our residual cash flow available for discretionary purposes. Free cash flow is defined as net cash provided by (used in) operating activities less net capital expenditures. The following table reconciles cash provided by operating activities to free cash flow.
Off-Balance Sheet Arrangements As is common in our industry we have entered into certain off-balance sheet arrangements in the ordinary course of business that result in risks not directly reflected on our balance sheet. Our significant off-balance sheet transactions inclu de surety guarantees, letters of credit obligations, performance guarantees and firm purchase commitments for maintenance items, materials and lease obligations.
Off-Balance Sheet Arrangements As is common in our industry we have entered into certain off-balance sheet arrangements in the ordinary course of business that result in risks not directly reflected on our balance sheet. Our significant off-balance sheet transactions inclu de surety guarantees, performance guarantees, letters of credit obligations and firm purchase commitments for maintenance items, materials and lease obligations.
To support these requirements, the existence of the following items must be satisfied: (i) the contract or other evidence provides a legal basis for the claim or a legal opinion has been obtained, stating that, under the circumstances, there is a reasonable basis to support the claim; (ii) additional costs are caused by circumstances that were unforeseen at the contract date and are not the result of deficiencies in our performance; (iii) costs associated with the claim are identifiable or otherwise determinable and are reasonable in view of the work performed; and (iv) the evidence supporting the claim is objective and verifiable, not based on management’s subjective evaluation of the situation or on unsupported representations.
To support these requirements, the existence 47 of the following items must be satisfied: (i) the contract or other evidence provides a legal basis for the claim or a legal opinion has been obtained, stating that, under the circumstances, there is a reasonable basis to support the claim; (ii) additional costs are caused by circumstances that were unforeseen at the contract date and are not the result of deficiencies in our performance; (iii) costs associated with the claim are identifiable or otherwise determinable and are reasonable in view of the work performed; and (iv) the evidence supporting the claim is objective and verifiable, not based on management’s subjective evaluation of the situation or on unsupported representations.
For the periods presented in the backlog table below, we did not experience any material impacts related to delays or cancellations of planned projects that were included in backlog. The timing of contract awards, including contracts awarded underneath Master Service Agreements (“MSAs”), duration of large new contracts and the mix of services can significantly affect backlog.
For the periods presented in the backlog table below, we did not experience any material impacts related to delays or cancellations of planned projects that were included in backlog. The timing of contract awards, including contracts awarded underneath master service agreements, duration of large new contracts and the mix of services can significantly affect backlog.
Backlog should not be relied upon as a standalone indicator of future results. See “Item 1A. Risk Factors” included elsewhere within this Annual Report for factors that could cause revenues to be realized in periods and at levels that are different from originally projected.
Backlog should not be relied upon as a standalone indicator of future results. See “Item 1A. Risk Factors” included elsewhere within this 2025 Annual Report for factors that could cause revenues to be realized in periods and at levels that are different from originally projected.
We believe this non-GAAP financial measure, in addition to the corresponding GAAP measure of cash provided by (used in) operating activities, is useful to investors because it provides meaningful information about our financial health and our ability to generate cash, support additional debt obligations, pay future dividends and fund growth.
We believe this non-GAAP financial measure, in addition to the corresponding GAAP measure of cash provided by (used in) operating activities, is useful to investors because it provides meaningful information about our financial health and our ability to generate cash, support additional debt obligations, pay potential future dividends and fund growth.
We only include variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. 47 Changes in circumstances could impact our estimates made in determining the value of variable consideration recorded.
We only include variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Changes in circumstances could impact our estimates made in determining the value of variable consideration recorded.
Letters of credit are available under the Credit Agreement in an aggregate amount of up to $50.0 million. The term loan and the revolving credit facility will both bear interest at an annual rate equal to adjusted term Secured Overnight Financing Rate, defined in a customary manner (“Term SOFR”) plus an applicable rate.
Letters of credit are available under the Credit Agreement in an aggregate amount of up to $50.0 million. The Term Loan and the Revolving Credit Facility both bear interest at an annual rate equal to adjusted term Secured Overnight Financing Rate, defined in a customary manner (“Term SOFR”) plus an applicable rate.
Non-GAAP Financial Measures All financial information presented in this Annual Report has been prepared in U.S. dollars in accordance with generally accepted accounting principles in the United States (“GAAP”), except for the presentation of the following non-GAAP financial measures: EBITDA, EBITDA margin and free cash flow.
Non-GAAP Financial Measures All financial information presented in this 2025 Annual Report has been prepared in U.S. dollars in accordance with generally accepted accounting principles in the United States (“GAAP”), except for the presentation of the following non-GAAP financial measures: EBITDA, EBITDA margin and free cash flow.
Activity in certain areas is seasonal due to the effects of weather, which can impact safety and efficiency of operations and lead to demand for services. • Cyclicality. The demand for construction services is significantly influenced by the cyclical nature of the economy. • Regulations.
Activity in certain areas is seasonal due to the effects of weather, which can impact safety and efficiency of operations and lead to demand for services. • Cyclicality. The demand for construction services is significantly influenced by the cyclical nature of the economy. 35 • Regulations.
Factors that could cause or contribute to these differences include those factors discussed in the following and elsewhere in this Annual Report, particularly in the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Item 1A.
Factors that could cause or contribute to these differences include those factors discussed in the following and elsewhere in this 2025 Annual Report, particularly in the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Item 1A.
Strategy and Challenges We face challenges, which are not under direct control of the business, in the markets in which we operate, including those described in the section entitled “Item 1A. Risk Factors” included elsewhere in this Annual Report.
Strategy and Challenges We face challenges, which are not under direct control of the business, in the markets in which we operate, including those described in the section entitled “Item 1A. Risk Factors” included elsewhere in this 2025 Annual Report.
The preparation of our audited consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods.
The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods.
We had related-party agreements in place with Centennial for the financing of our capital needs, which were reflected as related-party notes payable on the audited consolidated balance sheets for periods prior to the Separation.
We had related-party agreements in place with Centennial for the financing of our capital needs, which were reflected as Related-party notes payable on the consolidated balance sheets for periods prior to the Separation.
For most contracts, the customer contracts to provide a significant service of integrating a complex set of tasks and components into a single project. Hence, our contracts are generally accounted for as one performance obligation.
For most contracts, the customer contracts to provide a significant service of integrating a 46 complex set of tasks and components into a single project. Hence, our contracts are generally accounted for as one performance obligation.
Cash-settled related-party transactions between Everus, MDU Resources, Centennial and other MDU Resources subsidiaries were included in the audited consolidated financial statements for periods prior to the Separation.
Cash-settled related-party transactions between Everus, MDU Resources, Centennial, and other MDU Resources subsidiaries were included in the consolidated financial statements for periods prior to the Separation.
For a complete discussion of the associated risks and uncertainties associated with the Separation and Distribution, see “Risk Factors—Separation and Distribution Risks” contained elsewhere in this Annual Report.
For a complete discussion of the associated risks and uncertainties associated with the Separation and Distribution, see “Risk Factors—Separation and Distribution Risks” contained elsewhere in this 2025 Annual Report.
In the normal course of business, we enter into agreements, contracts and commitments that oblige us to make payments in the future. Information regarding our obligations under long-term debt and lease arrangements are provided in Note 7 – Debt and Note 8 – Leases, respectively, in the audited consolidated financial statements contained elsewhere in this Annual Report.
In the normal course of business, we enter into agreements, contracts and commitments that oblige us to make payments in the future. Information regarding our obligations under long-term debt and lease arrangements are provided in Note 7 – Debt and Note 8 – Leases, respectively, in the consolidated financial statements contained elsewhere in this 2025 Annual Report.
On October 31, 2024, we entered into a five-year senior secured credit agreement (“the Credit Agreement”), whereby we have the capacity to incur indebtedness of up to $525.0 million, consisting of $300.0 million in aggregate principal amount of term loans (“Term Loan”) and a $225.0 million revolving credit facility (“Revolving Credit Facility”).
On October 31, 2024, we entered into a five-year senior secured credit agreement (“the Credit Agreement”), whereby we have the capacity to incur indebtedness of up to $525.0 million, consisting of a $300.0 million term loan (“Term Loan”), in aggregate principal amount, and a $225.0 million revolving credit facility (“Revolving Credit Facility”).
In addition, we participate in certain multiemployer defined benefit pension plans. We cannot reasonably estimate future payments for our obligation to these plans, which are dependent on a number of factors. Refer to Note 13 – Employee Benefit Plans in the audited consolidated financial statements contained elsewhere in this Annual Report .
In addition, we participate in certain multiemployer defined benefit pension plans. We cannot reasonably estimate future payments for our obligation to these plans, which are dependent on a number of factors. Refer to Note 13 – Employee Benefit Plans in the consolidated financial statements contained elsewhere in this 2025 Annual Report .
For periods prior to the Separation, the accompanying audited consolidated financial statements and related footnotes included in this Annual Report were prepared on a "carve-out” basis in connection with the Separation and were derived from the audited consolidated financial statements of MDU Resources as if we operated on a standalone basis.
For periods prior to the Separation, financial information included in the accompanying consolidated financial statements and related footnotes included in this 2025 Annual Report were prepared on a "carve-out” basis in connection with the Separation and were derived from the audited consolidated financial statements of MDU Resources as if we operated on a standalone basis.
Recently Issued Accounting Pronouncements For a discussion of recently issued accounting standards, refer to Note 2 – Basis of Presentation and Summary of Significant Accounting Policies in the audited consolidated financial statements contained elsewhere in this Annual Report. Critical Accounting Estimates We have prepared our audited consolidated financial statements in conformity with GAAP.
Recently Issued Accounting Pronouncements For a discussion of recently issued accounting standards, refer to Note 2 – Basis of Presentation and Summary of Significant Accounting Policies in the consolidated financial statements contained elsewhere in this 2025 Annual Report. Critical Accounting Estimates We have prepared our consolidated financial statements in conformity with GAAP.
Following the Separation, we rely on our own credit and financing arrangements and incur interest expense associated with those arrangements. For additional information related to our current financing arrangements, refer to Note 7 – Debt in the audited consolidated financial statements contained elsewhere in this Annual Report.
Following the Separation, we rely on our own credit and financing arrangements and incur interest expense associated with those arrangements. For additional information related to our current financing arrangements, refer to Note 7 – Debt in the consolidated financial statements contained elsewhere in this 2025 Annual Report.
A greater percentage of smaller scale or less complex work in a given period could negatively impact gross profit due to the inefficiency of transitioning between a greater number of smaller projects versus continuous production on a few larger projects. 33 • Project variability and performance .
A greater percentage of smaller scale or less complex work in a given period could negatively impact gross profit due to 34 the inefficiency of transitioning between a greater number of smaller projects versus continuous production on a few larger projects. • Project variability and performance .
We operate throughout most of the United States through two operating segments: Electrical & Mechanical (“E&M”) : Contracting services including construction and maintenance of electrical and communication wiring and infrastructure, fire suppression systems, and mechanical piping and services in both the public and private sectors.
We operate throughout most of the United States through two reportable, operating segments: Electrical & Mechanical (“E&M”) : Contracting services including construction and maintenance of electrical and communication wiring and infrastructure, fire suppression systems, renewables infrastructure and mechanical piping and services in both the public and private sectors.
For additional information regarding the agreements between us, MDU Resources and Centennial, refer to the section contained elsewhere in this Annual Report entitled “Certain Relationships and Related Person Transactions, and Director Independence.” 35 All intercompany balances and transactions between the businesses comprising Everus have been eliminated in the accompanying audited consolidated financial statements.
For additional information regarding the agreements between us, MDU Resources and Centennial, refer to the section contained elsewhere in this 2025 Annual Report entitled “Certain Relationships and Related Person Transactions, and Director Independence.” All intercompany balances and transactions between the businesses comprising Everus have been eliminated in the accompanying consolidated financial statements.
Refer to Note 15 – Related-Party Transactions in the audited consolidated financial statements contained elsewhere in this Annual Report for additional information on the transition services agreement. We incurred costs related to becoming an independent public entity and expect additional ongoing expenses related to continued operations as such.
Refer to Note 15 – Related-Party Transactions in the consolidated financial statements contained elsewhere in this 2025 Annual Report for additional information on the transition services agreement. We have incurred costs related to becoming an independent public entity and expect additional ongoing expenses related to continued operations as such.
In order to borrow under the debt instruments, we must be in compliance with the applicable covenants and certain other conditions, all of which we were in compliance with as of December 31, 2024.
In order to borrow under the debt instruments, we must be in compliance with the applicable covenants and certain other conditions, all of which we were in compliance with as of December 31, 2025.
Interest expense in the audited consolidated statements of income reflected the allocation of interest on borrowing and funding associated with the related-party agreements for periods prior to the Separation. Refer to Note 15 – Related-Party Transactions in the audited consolidated financial statements contained elsewhere in this Annual Report for additional information.
Interest expense in the consolidated statements of income primarily reflected the allocation of interest on borrowing and funding associated with the related-party agreements for periods prior to the Separation. Refer to Note 15 – Related-Party Transactions in the consolidated financial statements contained elsewhere in this 2025 Annual Report for additional information.
If the carrying value of a reporting unit exceeds its fair value, we must record a goodwill impairment loss for the amount that the carrying value of the reporting unit, including goodwill, exceeds the fair value of the reporting unit. For the years ended December 31, 2024, 2023 and 2022, there were no goodwill impairment losses recorded.
If the carrying value of a reporting unit exceeds its fair value, we must record a goodwill impairment loss for the amount that the carrying value of the reporting unit, including goodwill, exceeds the fair value of the reporting unit. For the years ended December 31, 2025 and 2024, there were no goodwill impairment losses recorded.
For additional information related to our basis of presentation, refer to Note 2 – Basis of Presentation and Summary of Significant Accounting Policies in the audited consolidated financial statements contained elsewhere in this Annual Report. Prior to the Separation, we historically participated in MDU Resources’ centralized cash management program through Centennial, including its overall financing arrangements.
For additional information related to our basis of presentation, refer to Note 2 – Basis of Presentation and Summary of Significant Accounting Policies in the consolidated financial statements contained elsewhere in this 2025 Annual Report. 36 Before the Separation, we historically participated in MDU Resources’ centralized cash management program through Centennial, including its overall financing arrangements.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following information should be read in conjunction with the audited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K (“Annual Report”).
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following information should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this 2025 Annual Report on Form 10-K (“2025 Annual Report”).
Our strong presence in the Western, Midwestern and Eastern regions has driven opportunities in high-tech, data centers, hospitality and utilities, while customer expansion nationwide continues to extend our reach through partnerships through our 15 wholly-owned operating companies (the “Operating Companies”).
Our strong presence in the Western, Midwestern and Eastern regions of the United States has driven opportunities in data centers, high tech, hospitality and utilities, while customer expansion nationwide continues to extend our reach through partnerships through our 15 wholly owned operating companies.
At October 31, 2024, the fair value substantially exceeded the carrying value for all reporting units.
At October 31, 2025, the fair value substantially exceeded the carrying value for all reporting units.
As of December 31, 2024 and 2023, the Company recorded loss provisions of $1.0 million and $1.5 million, respectively, in Contract liabilities on the audited consolidated balance sheets related to these contracts that is still being completed and remains recorded.
As of December 31, 2025 and 2024, the Company recorded loss provisions of $2.0 million and $1.0 million, respectively, in Contract liabilities, net on the consolidated balance sheets related to these contracts that is still being completed and remains recorded.
We expect capital expenditures and commitments for equipment purchase, lease and rental arrangements to be necessary for the foreseeable future in order to meet anticipated demand for our services. We expect gross capital expenditures for 2025 to be in the range of $65.0 million to $70.0 million.
We expect capital expenditures and commitments for equipment purchase, lease and rental arrangements to be necessary for the foreseeable future in order to meet anticipated demand for our services. We expect gross capital expenditures for 2026 to be in the range of $90.0 million to $100.0 million.
We determined that the reporting units for our goodwill impairment test were our operating segments, or components of an operating segment, that constitute a business for which discrete financial information is available and for which segment management regularly reviews the operating results. As such, our reporting units were Electrical & Mechanical, Transmission & Distribution, and Wagner Smith Equipment (“WSE”).
We determined that the reporting units for our goodwill impairment test were our operating segments, or components of an operating segment, that constitute a business for which discrete financial information is available and for which segment management regularly reviews the operating results. As such, our reporting units were E&M, T&D, and Wagner Smith Equipment (“WSE”).
Ability to maintain productivity and operating performance is heavily dependent on the ability to employ, train and retain qualified personnel necessary to operate efficiently. We continued to have bidding opportunities in the specialty contracting markets we operated in during 2024, as evidenced by our backlog.
Ability to maintain productivity and operating performance is heavily dependent on the ability to employ, train and retain qualified personnel necessary to operate efficiently. We continued to have bidding opportunities in the specialty contracting markets we operated in during 2025, as evidenced by our backlog, even with our revenue growth during the fiscal year.
We used significant judgment in estimating our five-year forecast. The assumptions underlying cash flow projections were in sync as applicable with our strategy and assumptions. Future projections were heavily correlated with the results of operations of the current year. Future results of operations may vary due to economic and financial impacts.
The assumptions underlying cash flow projections were in sync as applicable with our strategy and assumptions. Future projections were heavily correlated with the results of operations of the current year. Future results of operations may vary due to economic and financial impacts.
As of December 31, 2024 and 2023, the fixed maximum amounts guaranteed under these agreements aggregated $542.7 million and $341.4 million, respectively. Historically, we have not incurred any substantial liabilities as a consequence of these guarantees. However, in the event of default under these guaranteed obligations, the Company would be required to make payments to satisfy its guarantees.
As of December 31, 2025 and 2024, the fixed maximum amounts guaranteed under these agreements aggregated to $641.1 million and $542.7 million, respectively. Historically, we have not incurred any substantial liabilities as a consequence of these guarantees. However, in the event of default under these guarantee obligations, we would be required to make payments to satisfy our guarantees.
Changes in cost estimates on certain contracts may result in the issuance of change orders, which can be approved or unapproved by the customer, or the assertion of contract claims.
These changes in estimates may result in the issuance of change orders, which can be approved or unapproved by the customer, or the assertion of contract claims.
However, the audited consolidated financial statements and related footnotes for periods prior to the Separation do not necessarily reflect what our results of operations, financial position and cash flows would have been had we operated as a separate, publicly traded company.
However, the financial information included in the consolidated financial statements and related footnotes for periods prior to the Separation do not necessarily reflect what our results of operations, financial position and cash flows would have been had we operated as a separate, publicly traded company and may not be indicative of our future performance.
Our relationship with our sureties is such that we will indemnify the sureties for any expenses they incur in connection with any of the bonds they issue on our behalf. As of December 31, 2024 and 2023, we had approximately $2.05 billion and $1.56 billion in original face amount surety bonds outstanding for projects, respectively.
Our relationship with our sureties is such that we will indemnify the sureties for any expenses they incur in connection with any of the bonds they issue on our behalf. As of December 31, 2025 and 2024, we had approximately $2.10 billion and $2.05 billion in surety bonds outstanding, respectively.
As of December 31, 2024 and 2023, approximately $1.75 billion and $1.33 billion of bonding was posted for E&M, respectively, and approximately $296.3 million and $224.0 million of bonding was posted for T&D, respectively. In addition, approximately $8.2 million of bonding was posted for Corporate and other as of December 31, 2024.
As of December 31, 2025 and 2024, approximately $1.66 billion and $1.75 billion of bonding was posted for E&M, respectively, and approximately $410.0 million and $296.3 million of bonding was posted for T&D, respectively. In addition, approximately $27.9 million and $8.2 million of bonding was posted for Corporate and other as of December 31, 2025 and 2024, respectively.
These amounts were not reflected on the audited consolidated balance sheets as of December 31, 2024 and 2023. As of 45 December 31, 2024 and 2023, the maximum potential amount of payments the Company would be required to make under the outstanding surety bonds was $717.0 million and $299.9 million, respectively.
These amounts were not reflected on the consolidated balance sheets as of December 31, 2025 and 2024. As of December 31, 2025 and 2024, the maximum potential amount of payments we would be required to make under the outstanding surety bonds was $767.7 million and $717.0 million, respectively.
Income Tax We recognize deferred federal and state income taxes on all temporary differences between the book and tax basis of our assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse.
The insurance claims and accruals are based on historical trends, actuarial estimates and known facts. Income Tax We recognize deferred federal and state income taxes on all temporary differences between the book and tax basis of our assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse.
Then, if management determines specific account balances are uncollectible, those receivable balances are written off. The year-to-date change in the credit loss provisions were due to outstanding receivable balances being collected that had been reserved for due to changes in economic factors related to certain customer accounts. Goodwill We perform our goodwill impairment testing annually in the fourth quarter.
The year-to-date change in the credit loss provisions were due to outstanding receivable balances being collected that had been reserved for due to changes in economic factors related to certain customer accounts. Goodwill We perform our goodwill impairment testing annually in the fourth quarter.
Material Cash Requirements As of December 31, 2024, the Company’s material cash requirements were as follows: Less than 1 year 1-3 years 3-5 years More than 5 years Total (In millions) Long-term debt maturities* $ 15.0 $ 30.0 $ 255.0 $ — $ 300.0 Estimated interest payments** 20.4 37.7 30.9 — 89.0 Operating leases $ 29.2 $ 32.5 $ 9.0 $ 3.1 $ 73.8 __________________ * Unamortized debt issuance costs are excluded from the table. ** Represents the estimated interest payments associated with our long-term debt outstanding and associated unused commitment fees on the Revolving Credit Facility as of December 31, 2024, assuming current interest rates and consistent amounts outstanding until their respective maturity dates over the periods indicated in the table above.
Material Cash Requirements As of December 31, 2025, the Company’s material cash requirements were as follows: Less than 1 year 1-3 years 3-5 years More than 5 years Total (In millions) Long-term debt maturities* $ 15.0 $ 30.0 $ 240.0 $ — $ 285.0 Estimated interest payments** 16.5 30.5 11.8 — 58.8 Operating leases $ 37.8 $ 40.6 $ 13.4 $ 8.2 $ 100.0 __________________ * Unamortized debt issuance costs are excluded from the table. ** Represents the estimated interest payments associated with our long-term debt outstanding and associated unused commitment fees on the Revolving Credit Facility as of December 31, 2025, assuming current interest rates and expected amounts outstanding until their respective maturity dates over the periods indicated in the table above.
Transmission & Distribution (“T&D") : Contracting services including construction and maintenance of overhead and underground electrical, gas and communication infrastructure, as well as design, manufacturing and distribution of overhead and underground transmission line construction equipment and tools.
Transmission & Distribution (“T&D") : Contracting services including construction and maintenance of overhead and underground electrical, gas, communication infrastructure and transportation-related lighting, as well as the manufacture and distribution of overhead and underground transmission line construction equipment and tools.
Cash Flows The following table summarizes our net cash provided by (used in) operating, investing and financing activities for the periods indicated: Years ended December 31, 2024 2023 2022 (In millions) Net cash provided by (used in): Operating activities $ 163.4 $ 171.4 $ (25.5) Investing activities (37.1) (20.0) (24.6) Financing activities (41.9) (151.9) 51.5 (Decrease) increase in cash, cash equivalents and restricted cash 84.4 (0.5) 1.4 Cash, cash equivalents and restricted cash - beginning of year 1.6 2.1 0.7 Cash, cash equivalents and restricted cash - end of year $ 86.0 $ 1.6 $ 2.1 Operating Activities Cash provided by operating activities totaled $163.4 million in 2024, compared to $171.4 million in 2023 for a decrease of $8.0 million.
Cash Flows The following table summarizes our net cash provided by (used in) operating, investing and financing activities for the periods indicated: Year ended December 31, 2025 2024 (In millions) Net cash provided by (used in): Operating activities $ 156.8 $ 163.4 Investing activities (56.8) (37.1) Financing activities (15.5) (41.9) Increase in cash, cash equivalents and restricted cash 84.5 84.4 Cash, cash equivalents and restricted cash - beginning of year 86.0 1.6 Cash, cash equivalents and restricted cash - end of year $ 170.5 $ 86.0 Operating Activities Cash provided by operating activities totaled $156.8 million in 2025, compared to $163.4 million in 2024, for a decrease of $6.6 million.
Subject to the foregoing discussions, the following table provides estimated backlog as of the dates indicated and the amounts we reasonably estimate will be recognized within the next 12 months following December 31, 2024: Amount estimated to be recognized within 12 months December 31, 2024 December 31, 2023 (In millions) Electrical & Mechanical $ 1,998.0 $ 2,507.0 $ 1,685.6 Transmission & Distribution 242.4 273.6 325.3 Total $ 2,240.4 $ 2,780.6 $ 2,010.9 Changes in backlog from period to period are primarily the result of fluctuations in the timing of revenue recognition of contracts.
Subject to the foregoing discussions, the following table provides estimated backlog as of the dates indicated and the amounts we reasonably estimate will be recognized within the next 12 months following December 31, 2025: Amount estimated to be recognized within 12 months December 31, 2025 December 31, 2024 (In millions) Electrical & Mechanical $ 2,297.7 $ 2,843.8 $ 2,507.0 Transmission & Distribution 289.8 384.5 273.6 Total $ 2,587.5 $ 3,228.3 $ 2,780.6 Changes in backlog from period to period are primarily the result of fluctuations in the timing of revenue recognition of contracts.
Revenues are recorded proportionately to the costs incurred. This method depends largely on the ability to make reasonably dependable estimates related to the extent of progress toward completion of the contract, contract revenues and contract costs.
Under the cost-to-cost measure of progress, the costs incurred are compared with total estimated costs of a performance obligation. Revenues are recorded proportionately to the costs incurred. This method depends largely on the ability to make reasonably dependable estimates related to the extent of progress toward completion of the contract, contract revenues and contract costs.
As of December 31, 2024 and 2023, $56.2 million and $57.3 million, respectively, of unexecuted change orders were included in contract transaction price and in Contract assets on the audited consolidated balance sheets.
As of December 31, 2025 and 2024, $69.9 million and $56.2 million, respectively, of unexecuted change orders were included in contract transaction price and in Contract assets or Contract liabilities, net on the consolidated balance sheets.
The insurance arrangement is subject to applicable insurance rules and regulations, and insures our exposure related to workers’ compensation, general liability and automobile liability on a primary basis. These policies are subject to certain self-insured limits up to $5.0 million.
Insurance We entered into an insurance arrangement in anticipation of the Separation. The insurance arrangement is subject to applicable insurance rules and regulations, and insures our exposure related to workers’ compensation, general liability and automobile liability on a primary basis. These policies are subject to certain self-insured limits.
The recognition of revenue requires us to make estimates and assumptions that affect the reported amounts of revenue. The accuracy of revenues reported on the audited consolidated financial statements depends on, among other things, our estimates of total costs to complete projects because we use the cost-to-cost measure of progress on construction contracts for revenue recognition.
The accuracy of revenues reported on the consolidated financial statements depends on, among other things, our estimates of total costs to complete projects because we use the cost-to-cost measure of progress on construction contracts related to our specialty contracting services for revenue recognition.
We recognize construction contract revenue over time using an input method based on the cost-to-cost measure of progress for contracts because it best depicts the transfer of assets to the customer which occurs as we incur costs on the contract. Under the cost-to-cost measure of progress, the costs incurred are compared with total estimated costs of a performance obligation.
We recognize construction contract revenue related to specialty contracting services over time using an input method based on the cost-to-cost measure of progress for contracts because it best depicts the transfer of assets to the customer which occurs as we incur costs on the contract.
Because of the many factors that are evaluated in determining bid prices, it is inherent that our estimates have changed in the past and will continually change in the future as new information becomes available for each job. 48 Receivables and Allowance for Expected Credit Losses Receivables consist primarily of trade receivables from the sale of goods and services net of expected credit losses.
Because of the many factors that are evaluated in determining bid prices, it is inherent that our estimates have changed in the past and will continually change in the future as new information becomes available for each job.
Potential losses up to the deductible for each line of coverage and stop-loss amounts are accrued based on estimates of the expected liability that will be paid for known or reported claims and an estimate for claims incurred but not yet reported. The insurance claims and accruals are based on historical trends, actuarial estimates and known facts.
For certain health benefit plans, we carry insurance policies that are subject to stop-loss limits for qualified individuals. Potential losses up to the deductible for each line of coverage and stop-loss amounts are accrued based on estimates of the expected liability that will be paid for known or reported claims and an estimate for claims incurred but not yet reported.
Years ended December 31, 2024 2023 2022 (In millions, except percentages) Net income $ 143.4 $ 137.2 $ 124.8 Interest 14.0 17.0 6.3 Income taxes 49.5 45.3 40.8 Depreciation and amortization 25.3 23.1 21.5 EBITDA $ 232.2 $ 222.6 $ 193.4 Operating revenues $ 2,849.7 $ 2,854.4 $ 2,699.2 Net income margin 5.0 % 4.8 % 4.6 % EBITDA margin 8.1 % 7.8 % 7.2 % Free Cash Flow We use free cash flow as a measure of liquidity that indicates how much cash we can produce after taking cash outflows from operations and assets into consideration.
Year ended December 31, 2025 2024 (In millions, except percentages) Net income $ 201.8 $ 143.4 Interest expense, net 16.9 14.0 Income taxes 72.3 49.5 Depreciation and amortization 28.8 25.3 EBITDA $ 319.8 $ 232.2 Operating revenues $ 3,746.4 $ 2,849.7 Net income margin 5.4 % 5.0 % EBITDA margin 8.5 % 8.1 % Free Cash Flow We use free cash flow as a measure of liquidity that indicates how much cash we can produce after taking cash outflows from operations and assets into consideration.
We believe that the estimates and assumptions used in our goodwill impairment assessments are reasonable and based on available market information. We used a discounted cash flow methodology for our income approach.
The fair value of each reporting unit was determined using an income approach. We believe that the estimates and assumptions used in our goodwill impairment assessments were reasonable and based on available market information. We used a discounted cash flow methodology for our income approach.
At Everus, people are our core, and we prioritize integrity, safety and growth through comprehensive training, hands-on development, safety compliance metrics and strong union partnerships to instill a safety-first culture and ethical leadership across all levels. We provide specialty contracting services to commercial, industrial, institutional, service & other, renewables, utilities, transportation, manufacturing and governmental customers.
At Everus, people are our core, and we prioritize integrity, safety and growth through comprehensive training, hands-on development, safety compliance metrics and strong union partnerships to instill a safety first culture and ethical leadership across all levels.
Both values were discounted using a rate which reflected the best estimate of the risk adjusted cost of capital at each reporting unit. The risk adjusted cost of capital was 7.9 percent, 9.3 percent and 9.2 percent for the goodwill impairment tests performed in 2024, 2023 and 2022, respectively.
Both values were discounted using a rate which reflected the best estimate of the risk adjusted cost of capital at each reporting unit. The risk adjusted cost of capital was 9.9% and 7.9% for the goodwill impairment tests performed in 2025 and 2024, respectively. We used significant judgment in estimating our five-year forecast.
The increase primarily related to higher utility end market revenues, partially offset by lower transportation end market revenues. • Utility revenues increased $32.4 million due to higher workloads and submarket activity in distribution, transmission, and gas and underground, partially offset by softening workloads in the electrical and substation submarkets from the timing of project availability. • Transportation revenues decreased $15.2 million with lower workloads in the street lighting and government submarkets, partially offset by higher activity in the traffic signalization submarket due to timing of projects.
The increase primarily related to higher transportation end-market revenues, partially offset by lower utility end-market revenues. • Transportation revenues increased $15.6 million due to higher workloads in the traffic signalization submarket, partially offset by reduced project activity in the street lighting submarket. • Utility revenues decreased $4.2 million primarily from lower workloads due to weather-related impacts and timing of project availability in the storm, telecommunication, and distribution submarkets, partially offset by increased project activity across the underground, construction and sales submarkets.
T&D segment revenues for the year ended December 31, 2024, were $837.1 million, an increase of $102.5 million, or 14.0%, from $734.6 million for the year ended December 31, 2023.
T&D T&D segment revenues for the year ended December 31, 2025, were $848.5 million, an increase of $11.4 million, or 1.4%, from $837.1 million for the year ended December 31, 2024.
We do not have any other material financial guarantees or off-balance sheet arrangements other than those disclosed herein. For more information on the circumstances regarding our off-balance sheet arrangements, refer to Note 14 – Commitments, Contingencies and Guarantees in the audited consolidated financial statements contained elsewhere in this Annual Report .
For more information on the circumstances regarding our guarantees and off-balance sheet arrangements, refer to Note 14 – Commitments, Contingencies and Guarantees in the consolidated financial statements contained elsewhere in this 2025 Annual Report .
On November 29, 2024, we repaid the $40.0 million outstanding, plus accrued interest, under the Revolving Credit Facility. As of December 31, 2024, we had $300.0 million outstanding under the Term Loan and $209.4 million of available capacity under the Revolving Credit Facility, net of $15.6 million of outstanding standby letters of credit.
As of December 31, 2025 and 2024, we had $285.0 million and $300.0 million outstanding under the Term Loan, respectively, with $228.2 million and $209.4 million of available capacity under the Revolving Credit Facility, respectively, net of $2.2 million and $15.6 million of outstanding standby letters of credit, respectively.
Years ended December 31, 2024 2023 2022 (In millions) Net cash used in investing activities $ (37.1) $ (20.0) $ (24.6) Net cash (used in) provided by financing activities $ (41.9) $ (151.9) $ 51.5 Net cash provided by (used in) operating activities $ 163.4 $ 171.4 $ (25.5) Purchases of property, plant and equipment (48.3) (35.6) (35.8) Cash proceeds from sale of property, plant and equipment 13.7 16.2 11.3 Free cash flow $ 128.8 $ 152.0 $ (50.0) 42 Liquidity and Capital Resources As of December 31, 2024, we had $86.0 million of cash, cash equivalents and restricted cash , including $16.1 million of restricted cash held by the Captive Cell.
Year ended December 31, 2025 2024 (In millions) Net cash used in investing activities $ (56.8) $ (37.1) Net cash used in financing activities $ (15.5) $ (41.9) Net cash provided by operating activities $ 156.8 $ 163.4 Capital expenditures (66.8) (48.3) Net proceeds from sale or disposition of property, plant and equipment 10.0 13.7 Free cash flow $ 100.0 $ 128.8 42 Liquidity and Capital Resources As of December 31, 2025 and 2024, we had $170.5 million and $86.0 million of cash, cash equivalents and restricted cash , respectively, including $17.8 million and $16.1 million of restricted cash held by the Captive Cell, respectively.
(formerly known as MDU Construction Services Group, Inc.) (“Everus Construction”) from MDU Resources (the “Separation”). Prior to the Separation, Everus Construction was the construction services segment of MDU and operated as a wholly-owned subsidiary of CEHI, LLC (“Centennial”), which is a wholly-owned subsidiary of MDU Resources.
Prior to the Separation, Everus Construction was the construction services segment of MDU and operated as a wholly owned subsidiary of CEHI, LLC (“Centennial”), which is a wholly owned subsidiary of MDU Resources. In anticipation of the Separation, MDU Resources formed a new wholly owned subsidiary, Everus Construction Group, Inc., that became the new parent company of Everus Construction.
The effective tax rate was 25.7% for the year ended December 31, 2024, compared to 24.8% for the year ended December 31, 2023. Income from Equity Method Investments Income from equity method investments for the year ended December 31, 2024, was $12.2 million, an increase of $7.2 million from $5.0 million for the year ended December 31, 2023.
The effective tax rate was 26.4% for the year ended December 31, 2025, compared to 25.7% for the year ended December 31, 2024. Income from Equity Method Investments Income from equity method investments for the year ended December 31, 2025, was $16.3 million, an increase of $4.1 million, or 33.6%, from $12.2 million for the year ended December 31, 2024.
For the years ended December 31, 2024, 2023 and 2022, we recognized a net increase in revenues of $117.5 million, $116.3 million and $127.3 million, respectively, related to previously recognized deferred revenues that were included in Contract liabilities as of December 31, 2023, 2022 and 2021, respectively.
For the years ended December 31, 2025 and 2024, we recognized a net increase in revenues of $151.4 million and $117.5 million, respectively, related to previously recognized deferred revenues that were included in Contract liabilities, net as of December 31, 2024 and 2023, respectively. Several factors are evaluated in determining the bid price for construction contract work.
We are exposed to potential credit risk and other risk characteristics, including but not limited to, customer mix, knowledge of customers and general economic conditions of the various local economies, among others. If economic conditions or customer conditions deteriorate, we could experience an increase in our allowance for expected credit losses.
A review of our expected credit losses is performed at least quarterly. We are exposed to potential credit risk and other risk characteristics, including but not limited to, customer mix, knowledge of customers and general economic conditions of the various local economies, among others.
Operating income, as a percentage of revenues, for our T&D segment increased to 10.2% for the year ended December 31, 2024 compared to 10.0% for the year ended December 31, 2023.
Operating income margin for our T&D segment increased to 10.6% for the year ended December 31, 2025, compared to 10.2% for the year ended December 31, 2024.
Investing Activities Cash used in investing activities totaled $37.1 million in 2024, compared to $20.0 million in 2023, an increase of $17.1 million in cash used for investing activities.
Investing Activities Cash used in investing activities totaled $56.8 million in 2025, compared to $37.1 million in 2024, an increase of $19.7 million in cash used for investing activities.
Operating Income E&M segment operating income for the year ended December 31, 2024, was $137.0 million, an increase of $2.6 million, or 1.9%, from $134.4 million for the year ended December 31, 2023.
Operating Income E&M E&M segment operating income for the year ended December 31, 2025, was $218.3 million, an increase of $81.3 million, or 59.3%, from $137.0 million for the year ended December 31, 2024.
We believe our estimates surrounding the cost-to-cost method are reasonable based on the information that is known when the estimates are made. We have contract administration, accounting and management control systems in place that allow our estimates to be updated and monitored on a regular basis.
We have contract administration, accounting and management control systems in place that allow our 48 estimates to be updated and monitored on a regular basis.
The increase in corporate and other costs during the year ended December 31, 2024 was primarily due to higher labor costs of $4.7 million to support the operational growth of the business, higher professional services of $3.0 million, higher insurance expenses of $4.6 million and higher general expenses of $2.3 million including office expenses.
Corporate and Other The increase in Corporate and Other costs during the year ended December 31, 2025 was primarily due to higher labor, corporate overhead and professional service-related expenses of $9.5 million, $3.3 million and $0.6 million, respectively, including incremental stand-alone operating costs, to support the operational growth of the business.
Year Ended December 31, 2023, Compared to Year Ended December 31, 2022 Operating Revenues E&M segment revenues for the year ended December 31, 2023, were $2,134.9 million, an increase of $137.1 million, or 6.9%, from $1,997.8 million for the year ended December 31, 2022.
Year Ended December 31, 2025, Compared to Year Ended December 31, 2024 Operating Revenues E&M E&M segment revenues for the year ended December 31, 2025, were $2.92 billion, an increase of $889.2 million, or 43.8%, from $2.03 billion for the year ended December 31, 2024.
Our non-GAAP financial measures are not standardized; therefore, it may not be possible to compare them with other companies’ EBITDA, EBITDA margin and free cash flow having the same or similar names. 41 EBITDA and EBITDA Margin We utilize EBITDA and EBITDA margin to consistently assess our operating performance and as a basis for strategic planning and forecasting since we believe that EBITDA closely correlates to long-term enterprise value.
Our non-GAAP financial 41 measures are not standardized; therefore, it may not be possible to compare them with other companies’ EBITDA, EBITDA margin and free cash flow having the same or similar names.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

9 edited+1 added−1 removed2 unchanged
Biggest changeAs of December 31, 2024, we had $300.0 million outstanding under the Term Loan and no outstanding balances under the Revolving Credit Facility. Outstanding amounts, if any, for the Term Loan and Revolving Credit Facility both bear interest at Term SOFR plus an applicable rate exposing us to higher interest rate risk.
Biggest changeOutstanding amounts, if any, for the Term Loan and Revolving Credit Facility both bear interest at Term SOFR plus an applicable rate exposing us to higher interest rate risk. As of December 31, 2025, the interest rate was 5.67% for the Term Loan, respectively.
If our costs were to become subject to significant economic and/or inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and financial results. 51 EVERUS CONSTRUCTION GROUP, INC. AND SUBSIDIARIES
If our costs were to become subject to significant economic and/or inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and/or financial results. 51 EVERUS CONSTRUCTION GROUP, INC. AND SUBSIDIARIES
While we do not believe that these factors have had a material effect on our business, financial condition, or financial results for the periods included in our audited consolidated financial statements, we continue to monitor the impact of such factors in order to minimize their effects through our pricing strategies, productivity improvements and cost reductions.
While we do not believe that these factors have had a material effect on our business, financial condition, or financial results for the periods included in our consolidated financial statements, we continue to monitor the impact of such factors in order to minimize their effects through our pricing strategies, productivity improvements and cost reductions.
For more information on our risk factors, including market risk factors, that could be materially harmful to our 50 business, prospects, financial condition and/or results of operations if they occur, please refer to Item 1A. Risk Factors contained elsewhere in this Annual Report .
For more information on our risk factors, including market risk factors, that could be materially harmful to our business, prospects, financial condition and/or results of operations if they occur, please refer to “Item 1A. Risk Factors” contained elsewhere in this 2025 Annual Report .
And if our investments mature during a period of lower interest rates, we may face reinvestment risk and potentially earn less income on reinvested funds. We will continue to evaluate our investments in order to ensure that we continue to meet our overall objectives.
If interest rates fluctuate, the value of assets may not adequately cover liabilities. And if our investments mature during a period of lower interest rates, we may face reinvestment risk and potentially earn less income on reinvested funds. We will continue to evaluate our investments in order to ensure that we continue to meet our overall objectives.
Interest Rate Risk The primary objective of our investment activities is to maintain cash reserves to meet captive insurance obligations, employee compensation and benefit obligations and contractual obligations. A mismatch between the duration of liabilities and the duration of investments could expose us to interest rate risk. If interest rates fluctuate, the value of assets may not adequately cover liabilities.
Interest Rate Risk The primary objective of our investment activities is to maintain cash reserves to meet captive insurance obligations, employee compensation and benefit obligations, and contractual obligations. A mismatch between the duration of liabilities and 50 the duration of investments could expose us to interest rate risk.
As part of the Separation, we have our own captive insurance arrangement in order to manage our casualty and operational risk. We are exposed to interest rate volatility with regard to our long-term debt obligations, which bear interest at variable rates.
We have a captive insurance arrangement in order to manage our casualty and operational risk. We are exposed to interest rate volatility with regard to our long-term debt obligations, which bear interest at variable rates. As of December 31, 2025, we had $285.0 million outstanding under the Term Loan and no outstanding balances under the Revolving Credit Facility.
Going forward, the level of our interest rate risk will depend on our utilization of the Revolving Credit Facility and will be sensitive to changes in the general level of interest rates. Commodity Price and Inflation Risk Our operations are affected by fluctuations in commodity prices whether caused by inflation, imposed and proposed tariffs, or other economic factors.
Commodity Price and Inflation Risk Our operations are affected by fluctuations in commodity prices whether caused by inflation, imposed and proposed tariffs, or other economic factors.
The increase in interest rates would increase our Interest expense by approximately $3.0 million over the next 12 months based on the balances outstanding for these borrowings as of December 31, 2024.
Therefore, a 1% increase to the variable interest rate would have increased the rate to 6.67% and increased our interest expense by approximately $2.8 million based on the expected balances outstanding for the Term Loan over the next 12 months as of December 31, 2025.
Removed
As of December 31, 2024, the interest rates were 6.84% for the Term Loan and 6.94% for the Revolving Credit Facility. Therefore, a 1% increase to the variable interest rates would have increased the rates to 7.84% and 7.94%, respectively.
Added
Going forward, the level of our interest rate risk will depend on our utilization of the Revolving Credit Facility and the outstanding debt amount under the Term Loan and will be sensitive to changes in the general level of interest rates.