MTZ 10-K & 10-Q changes, risk factors and insider trading

Changes to laws, governmental regulations and policies, including those pertaining to governmental permitting, tax incentives andincentives, government funding programs and spending policies, as well as advances in artificial intelligence and government policies, including spending policies, related to artificial intelligence, could affect demand for our servicesservices, or cause delays in the timing of projects or cancellations of current or planned future projects. Additionally, demand for construction services depends on industry activity and expenditure levels, which can be affected by a variety of factors,political, includingmacro-economic theand effectsmarket of climate-related matters.factors. Our inability or failure to adjust to such changes or activityfactors could result in decreased demand for our services and adversely affect our results of operations, cash flows and liquidity.

The industries we serve are subject to effects of new or changing governmental regulation, including for climate-related matters, governmental permitting, environmental approval processes, stricter enforcement of existing laws and regulations, climate change initiativeslitigation, and political or social activism, any of which could result in reduced demand for our services, delays in the timing of projects, or cancellations of current or planned future projects. Many of our customers face stringent regulatory and environmental requirements and permitting processes, including governmental regulations and policies. Most of our communications customers are regulated by the FCC, and our energy customers are regulated by the Federal Energy Regulatory Commission (“FERC”),Commission, among others. In addition, our utility customers are regulated by state public utility commissions. These agencies or governments could change their interpretation of current regulations and/or may impose additional regulations, or change government funding programs or spending policies, including the potential for reduced support for renewable energy projects. In January 2025, President Trump announced a temporary pause on new and renewed federal permits and leasing for wind turbine projects, with no end date to such pause specified. These factors, as well as advances in artificial intelligence and government policies, including spending policies, related to artificial intelligence, could have an adverse effect on our customers, reduce demand for our services and adversely affect our results of operations, cash flows and liquidity. Our customers, particularly in the oil and gas industry,customers could be adversely affected by regulatory initiatives or additional requirements, restrictions or legislation imposed by federal, state, local, or foreign governments, including from climate-related matters and/or any related changes in end-customer demand. The current U.S. administration has implemented various policies and actions that could inhibit wind or renewable energy development activity and, although to date these have been overturned by the courts, or are the subject of ongoing litigation, these policies and actions could create uncertainty that could cause customers to reduce the scope of, delay or cancel renewable energy projects. Additionally, the current U.S. administration has established initiatives to reform federal government processes and reduce expenditures. Implementation of these initiatives, along with pressures on and uncertainty surrounding the federal budget and budgetary priorities, could adversely affect funding and, as a result, demand for our services. These factors, as well as potential disruptions related to artificial intelligence in the industries we serve, could have an adverse effect on our customers and reduce demand for our services and adversely affect our results of operations, cash flows and liquidity.

Unfavorable market conditions, including rising or elevated levels of inflation and/or interest rates, changes to tariffs and/or trade policies affecting macroeconomic conditions, including inflation, as well as the industries we serve and related projects and expenditures, access to capital, material and costs, supply chain disruptionsdisruptions, or political,political regulatory or market uncertainty, including economic downturns and heightened geopolitical tensions and conflicts, could reduce capital expenditures in the industries we serve or could adversely affect our customers and result in decreased demand for our services.

RecentDemand for our services has been, and will likely continue to be, cyclical in nature and vulnerable to unfavorable market conditions and/or downturns in the economy. Unfavorable market conditions, including elevated levels of inflation and/or interest rates, supply chain disruptions, political, regulatory or market uncertainty or public health matters could have a negative effect on demand for, or the profitability of, our customers’ services, which could have a material adverse effect on our business, financial condition and results of operations. We have been subject to, and may continue to be subject to, the general effect of elevated market interest rates and inflationary market pressures on our business, particularly with respect to labor, materials and fuel costs. Although the Federal Reserve lowered short-term interest rates in 2025, interest rates, particularly long-term rates, remain elevated. Additionally, inflationary conditions and general labor shortages over the past several years have resulted in wage inflation as well as increased competition for skilled labor. EvenInflation ifrates in the United States have increased significantly over the past several years and, while recent inflationary pressurespressure moderate,has somewhat abated, we expect our labor, materials and fuel costs, in particular, to remain elevated if we continue to expand our operations and volume of work. We have not been, and may not be able to, fully adjust our contract pricing to compensate for these cost increases, which has affected, and may continue to affect, our profitability and cash flows. Inflationary pressures and the related elevated levels of market interest rates have caused, and could continue to cause, uncertainty for our customers, which has negatively affected, and could continue to negatively affect, their capital expenditure and maintenance budgets.

Our operations and/or our customers could be negatively affected by market-related supply chain disruptions caused by delays, shortages of, and increased costs for, the materials necessary to perform projects. DelaysWhile constraints and delays for certain materials, most notablynotably, for certain of our clean energy customers, have eased primarily starting in 2023; however,eased, if such delays were to recurrecur, it could affect our ability to perform these projects.

The oil and gas markets have historically been and are likely to continue to be volatile. Demand for pipeline construction services is sensitive to levels of activity in the oil and gas industry, as well as industrial and utility customer demand and regulatory constraints. Oil and gas prices are subject to large fluctuations in response to changes in supply and demand, including from: production and export/import volatility, climate change initiativespolicies, and demand for alternative energy sources; disruptions in global economic activity;activity, legislativeincluding from global sanctions and regulatory changesblockades; and a variety of other factors that are beyond our control. Such market volatility can affect our customers’ investment decisions and subject us to project cancellations, deferrals or unexpected changes in the timing of project work.

In addition, our operations and/or our customers, particularly in the Pipeline Infrastructure segment, could be negatively affected by market and political uncertainty, including from unrest and/or military actions,actions suchinvolving asoil-producing heightened geopolitical tensionsnations; and conflicts,a includingvariety theof Russia-Ukraineother conflictsfactors that are beyond our control. Such market volatility can affect our customer’s investment decisions and thesubject escalatedus tensionsto project cancellations, deferrals or unexpected changes in the Middletiming East,of amongproject others.work. In particular, a reduction in the price of oil resulting from expanded oil supplies could reduce oil exploration activities that could adversely affect our Pipeline Infrastructure segment.

We may face risks related to health epidemics and pandemics or other outbreaks of communicable diseases. TheFor example, the COVID-19 pandemic created significant volatility, uncertainty and economic disruption, including significant volatility in the U.S. economy and financial markets for several years, and negatively affected our operations during the samethat period. A public health epidemic or pandemic poses the risk that we or our employees, customers and/or business partners may be prevented from conducting ordinary course business activities for an indefinite period of time, or that the health crises and their related impacts may otherwise interrupt or affect business activities, or cause us to incur incremental operational costs or experience lower levels of overhead absorption from a reduction in revenue, which could negatively affect our margins and profitability. Additionally, we could experience negative effects on our business and operations from possible longer-term changes in consumer and customer behavior.

We derive a substantial portion of our revenue from customers in industries that are subject to rapid changes in technology, governmental regulation, changing consumer demands and consolidation. Technological advances in the markets we serve, including from climate-related initiatives, could render existing projects or technologies uncompetitive or obsolete, and/or our cause longer-term changes in consumer behaviorbehavior, and/or alter our customers’ existing operating models. Our failure to rapidly adopt and master newemerging technologies as they are developed or adapt to changing customer requirements could reduceadversely affect demand for our services.services and/or our profitability. If we lack the operational expertise or scale to adapt to emerging technologies, or if we face shortages of labor skilled in such technologies, we could experience project inefficiencies, an increase in wage costs or a decrease in revenue. Additionally, consolidation among our customers could result in the loss of customer revenue or could negatively affect customer demanddemand, andwhich could have a material adverse effect on our results of operations, cash flows and liquidity.

An impairment of the financial condition of one or more of our customers due to adverse market, industry or other conditions, as described above, could hinder our customers’ ability to pay us on a timely basis. In the past, we have incurred significant losses from customers who filed for bankruptcy or experienced financial difficulties, including from market or industry conditions, or following a general economic downturn, for which certain industry factors worsened the effect of the overall economic downturn on those customers. In difficult economic times, some of our clientscustomers may find it difficult to pay for our services on a timely basis, increasing the risk that our accounts receivable could become uncollectible and ultimately be written off. In certain cases, our clients are project-specific entities that do not have significant assets other than their interests in the project. From time to time, it may be difficult for us to collect payments owed to us by these clients. Delays in clientcustomer payments may require us to make a working capital investment, which could negatively affect our cash flows and liquidity. Our results of operations, cash flows and liquidity could be materially and adversely affected if a clientcustomer fails to pay us on a timely basis or defaults in making payments on a project for which we have devoted significant resources.

We perform work under a variety of conditions, including, but not limited to, challenging and hard to reach terrain and other difficult site conditions. Performing work under such conditions can result in project delays or cancellations, potentially causing us to incur unanticipated costs, reductions in revenue or the payment of liquidated damages. In addition, some of our contracts require that we assume the risk should actual site conditions vary from those expected. Some of our projects involve challenging engineering, procurement and construction phases, which may occur over extended time periods.

We may encounter difficulties in engineering orengineering, delays in designsdesigns, or inissues with the availability or receipt of materials or equipment provided by the customer or a third-party, certain of which have long lead-times. We may also encounter delays related to permitting and environmental approval processes; schedule changes; delays from failure of our customers to obtain rights-of-way in a timely manner; weather-related delays; delays by subcontractors in completing their portion of projects; and delays due to governmental, regulatory, market, political or other factors, some of which are beyond our control and could affect our ability to complete a project as originally scheduled. We could also encounter project delays due to political and social activism or local opposition, which could include injunctive actions or public protests related to the siting of our projects, and such delays could adversely affect our project margins. In some cases, delays and additional costs may be substantial, including from the substantial cost of certain of the materials and equipment necessary to complete projects, and/or if we are required to cancel or defer a project and/or compensate the customer for the delay or cancellation. We may not be able to recover any of such costs. Any such delays, cancellations, errors or other failures to meet customer expectations could result in damage claims substantially in excess of the revenue associated with a project. Delays, cancellations and/or project disputes could also negatively affect our reputation or relationships with our customers, which could adversely affect our ability to secure new contracts.

Our failure to recover adequately on claims against project owners, subcontractors or suppliers for payment or performanceperformance, or increases in warranty claims, could have a material adverse effect on our financial results.

We occasionally bring claims against project owners for additional costs that exceed the contract price or for amountswork not included in the original contract price. Similarly, from time to time, we present change orders and claims to our subcontractors and suppliers. We could incur reduced profits, cost overruns or project losses if we fail to properly document the nature of change orders or claims or are otherwise unsuccessful in negotiating an expected settlement. These types of claims can occur due to project owner-caused delays, changes from the initial project scope that result in additional costs, both direct and indirect, or from project or contract terminations, among other factors. From time to time, these claims can be the subject of lengthy and costly proceedings, and it is often difficult to accurately predict when these claims will be fully resolved. When these types of events occur and unresolved claims are pending, we may invest significant working capital pending the resolution of the relevant claims. A failure to recover, or to recover in a timely manner, on these types of claims could have a material adverse effect on our liquidity and financial results.

Additionally, we generally warrantprovide warranty for the work we perform following substantial completion of a project. Warranty claims have historically not been material, but such claims could potentially increase. The costs associated with such warranties, including any warranty-related legal proceedings, could have a material adverse effect on our results of operations, cash flows and liquidity.

We derive a significant portion of our revenue from fixed price master service and other service agreements. Under these contracts, we typically set the price of our services on a per unit or aggregate basis and assume the risk that costs associated with our performance may be greater than what we estimated. We also enter into contracts for specific projects or jobs that require the installation or construction of an entire infrastructure system or specified units within an infrastructure system, many of which are priced on a fixed price or per unit basis. Our profitability would be reduced if actual costs to complete a project exceed our original estimates. Our profitability is therefore dependent upon our ability to accurately estimate the costs associated with our services and our ability to execute in accordance with our plans. A variety of factors could negatively affect these estimates or our ability to execute according to our plans, including changes in expected productivity levels, conditions at work sites differing materially from those anticipated at the time we bid on the contractcontract, and higher than expected costs of labor and/or materials. These variations, along with other risks inherent in performing fixed price contracts, could cause actual project results to differ materially from our original estimates, which could result in lower margins than anticipated,anticipated or losses, which could reduce our profitability, cash flows and liquidity.

Our backlog consists of the estimated amount of revenue we expect to realize over the next 18 months from future work on uncompleted construction contracts, including new contracts under which work has not begun, as well as revenue from change orders and renewal options, amounts under master service and other service agreementsagreements, and our proportionate share of estimated revenue from proportionately consolidated non-controlled contractual joint ventures. A significant portion of our 18-month backlog is attributable to master service agreements and other service agreements, nonewhich ofdo whichnot require our customers to purchase a minimum amount of services and are cancelable on short or no advance notice. The balance of our backlog is our estimate of work to be completed under contracts for specific projects. Estimated backlog for work under master service and other service agreements is determined based on historical trends, anticipated seasonal impacts, experience from similar projects and estimates of customer demand based on communications with our customers, which estimates may prove inaccurate. Timing of revenue for construction and installation projects included in our backlog can be subject to change as a result of customer, regulatory or other delays or cancellations, including from permitting and other factors discussed in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under “General Economic, Market and Regulatory Conditions.” These effects, among others, could cause estimated revenue to be realized in periods later than originally expected, or not at all. From time to time, we experience postponements, cancellations and reductions in expected future work due to changes in our customers’ spending plans, market volatility, changes in governmental permitting, regulatory delays and/or other factors.

Our estimates of future performance and results of operations depend, among other factors, on whether and when we receive new contract awards, which can affect the extent to which we are able to utilize our workforce. The rate at which we are able to utilize our workforce is affected by a variety of factors, including our ability to forecast the need for our services, which allows us to maintain an appropriately sized workforce, our ability to transition employees from completed projects to new projects, our ability to manage attrition, and our need to devote resources to non-chargeable activities such as training or business development. While our estimates are based upon our good faith judgment, professional knowledge and experience, these estimates may not be accurate and can frequently change based on newly available information. In the case of large-scale or complex projects where timing is often uncertain, it is particularly difficult to predict whether and when we will receive a contract award, or when the project will begin. The uncertainty of contract award timing can present difficulties in matching the size of our workforce to our project needs, including due to uncertainty related to the implementation and pace of spending under governmental or other programs, and/or delays or uncertainty related to project permitting or other matters. If an expected contract award is delayed or not received, we could incur costs resulting from underutilization of our workforce, redundancy of facilities, or from efforts to right-size our workforce and/or operations, all of which could reduce our profitability and cash flows.

Many of our contracts, including our service agreements, are periodically open to public bid. We may not be the successful bidder on existing contracts that are re-bid. We could experience a reduction in revenue, profitability and liquidity if we fail to win a significant number of existing contracts upon re-bid. Additionally, from time to time, we may enter into contracts that contain financing or other conditions that must be satisfied before we can begin work. Certain of these contracts may not result in revenue or profits if our customers are unable to obtain financing or to satisfy other conditions associated with such projects.

If we are unable to attract and retain qualified managersskilled and skilledqualified employees,employees and key personnel, we will be unable to operate efficiently, which could reduce our revenue, profitability and liquidity.

Our business is labor intensive, and some of our operations experience a high rate of employee turnover. In addition, given the nature of the highly specialized work we perform, many of our employees are trained in, and possess, specialized technical skills that are necessary to efficiently operate our business and maintain productivity and profitability. In times of low unemployment, such as the recent market environment, it can be difficult for us to find appropriately skilled and qualified personnel at affordable rates. An increase in immigration actions as a result of changes to immigration policies may also affect the availability of labor. Our labor costs may increase due to shortages in the supply of skilled labor and increases in compensation rates generally. We may be unable to hire and retain a sufficiently skilled labor force to support our operating requirements and growth strategy. Our labor and training expenses could increase as a result of a shortage in the supply of skilled personnel, which could adversely affect our profitability. Additionally,In our business is managed by a numbertimes of keylow executiveunemployment, andsuch operationalas officers,the manyrecent ofmarket whomenvironment, haveit extensivecan industrybe experience,difficult andfor we are dependent upon retaining and recruiting qualified managementus to execute our business strategy. Lack of skilled labor, the loss of key personnel, labor shortages and/or increased turnover rates could negatively affect our ability to operate efficiently, and could lead to increased wage rates and overall employee costs to attract and retainfind appropriately skilled and qualified personnel,personnel allat affordable rates. Additionally, changes to U.S. immigration laws, regulations, or policies, could affect the availability of whichlabor couldand materiallythe adversely affect our resultscompensation of operations,such cash flows and liquidity.labor.

In preparing our consolidated financial statements in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”), management makes a number of estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. These estimates and assumptions must be made because certain information used in the preparation of our consolidated financial statements is either dependent on future events or cannot be calculated with a high degree of precision from data available. In some cases, these estimates are particularly uncertain and we must exercise significant judgment. See Note 1 - Business, Basis of Presentation and Significant Accounting Policies in the notes to the audited consolidated financial statements, which is incorporated by reference, for details of our key estimates. Actual results could differ materially from the estimates and assumptions that we use, which could have a material adverse effect on our results of operations, cash flows and liquidity.

In addition, accounting rules and regulations are subject to review and interpretation by the Financial Accounting Standards Board (the “FASB”), the SECSEC, and various other governing bodies. A change in accounting rules and regulations pursuant to FASB or SEC guidance could materially affect our reported financial results in a given period, and the adoption of new or revised accounting principles could require that we make significant changes to our systems, processes and controls, which could have an adverse effect on our results of operations, cash flows and liquidity.

Our business is subject to operational, physical and environmental hazards due to the nature of services we provide and the conditions in which we operate. These hazards could result in health and/or safety incidents from electricity, fires, explosions, mechanical failures and weather-related events, among others. In addition, certain of our customers operate in locations and environments that could increase the likelihood and/or severity of suchpotential operational hazards,hazards from climate-related factors, including as a result of wildfires, climate-related or other factors.wildfires. While we invest substantial resources in occupational health and safety programs, there can be no assurance that we will be able to mitigate all such hazards or avoid significant liability. The construction projects that we undertake expose our employees to electrical lines, pipelines carrying potentially explosive or toxic materials, heavy equipment, transportation accidents, adverse weather conditions and the risk of damage to equipment and property. We also perform services in locations that are densely populated and have higher property and asset values, including in certain metropolitan and other geographic areas, which could potentially increase the effect of such hazards.

These risks and hazards, among others, can cause personal injuries and loss of life, severe damage to or destruction of property and equipment, harm to the environment and/or other consequential damagesdamages, and could lead to suspension of operations, large damage claims that could substantially exceed the amount we charge for the associated services, government enforcement actions or regulatory penalties, civil litigation or criminal prosecution. Claims and liabilities related to accidents and operational or other hazards can also arise through indemnification obligations to customers, our negligence, or otherwise, and such exposure could extend for years after we complete our services. Personal injury and other claims for damages, including for bodily injury or loss of life, could result in substantial costs and liabilities. Insurance coverage may not be available to us or may be insufficient to cover any of these liabilities and legal costs. Our insurance costs, including those related to our self-insurance programs, could increase if we incur liabilities associated with accidents and/or operational or other hazards. If we are not fully insured or indemnified against such liabilities and legal costs, or if a counterparty fails to meet its indemnification obligations to us in connection with such matters, it could materially and adversely affect our financial condition, results of operations or cash flows.

In addition, if serious accidents or fatalities were to occur, or if our safety records were to deteriorate, we could be restricted from bidding on certain work or from obtaining new contracts, and certain existing contracts could be terminated. Our safety processes and procedures are monitored by various agencies and ratings bureaus. The occurrence of accidents in the course of our business could result in significant liabilities, employee turnover or an increase in the costs of our projects, or could harm our ability to perform under our contracts, and/or our reputation and ability to enter into new customer contracts, all of which could materially and adversely affect our revenue, profitability and liquidity.

We maintain insurance policies with respect to automobile liability, general liability, employer’s liability, worker’sworkers’ compensation and other typetypes of coverages. We also manage certain of our insurance liabilities indirectly through our wholly-owned captive insurance company, which reimburses claims up to the applicable insurance limits. Our insurance policies are subject to high deductibles or self-insured retention amounts. We are effectively self-insured for substantially all claims because most claims against us do not exceed the deductibles under our insurance policies, and there can be no assurance that our insurance coverages will be sufficient or effective under all circumstances, or against all claims or liabilities to which we may be subject. In addition, insurance liabilities are difficult to assess and estimate due to many factors, the effects of which are often unknown or difficult to estimate, including the severity of an injury or an incident, the determination of our liability in proportion to other parties’ liability, the number of incidents not reported and the effectiveness of our safety programs. Any of these factors could expose us to significant liabilities and materially and adversely affect our business, financial condition, results of operations and cash flows.

In the ordinary course of our business, we may becomeare subject to lawsuits, indemnity or other claims, which could materially and adversely affect our business, results of operations and cash flows.

Claimants may seek large damage awards, and defending claims can involve significant costs. When appropriate, we establish accruals for litigation and other contingencies that we believe to be adequate inbased lighton offactors such as current information, legal advice and our indemnity insurance coverages, and, when appropriate, we may recognize revenue in light of these factors. We reassess our potential liability for litigation and contingencies, as well as our expectations of the amount of revenue to be recognized, as additional information becomes available, and adjust these estimates as necessary. We could experience a reduction in our profitability, cash flows and liquidity if we do not properly estimate the amount of required accruals for litigation or contingencies, if we do not recognize the appropriate amount of revenue related to such matters, if our insurance coverage proves to be inadequate or becomes unavailable, or if our self-insurance liabilities are higher than expected. The outcome of litigation and other legal proceedings is difficult to assess or quantify, as such proceedings may involve very large or indeterminate amounts and the magnitude of the potential loss or recovery may remain unknown for substantial periods of time. Furthermore, because litigation and other legal proceedings are inherently uncertain, the ultimate resolution of any such claim, lawsuit or proceeding through settlement, mediation, or court judgment could have a material adverse effect on our business, financial condition or results of operations. In addition, claims, lawsuits and proceedings may harm our reputation, divert management’s attention, or divert resources away from operating our business and cause us to incur significant expenses, any of which could have a material adverse effect on our business, results of operations or financial condition.

We are heavily reliant on information and communications technology, computercomputers and other related systems in order to operate. We also rely, in part, on third-party software and information technology to run certain of our critical accounting, project management and financial information systems. We maintain certain information about our customers, vendors, subcontractors, employees and other parties, all of which expect that we will adequately protect such information. Our operations could be interrupted or delayed, or our data security could be breached, if we are unable to deploy software and hardware, gain access to, or effectively maintain and upgrade our systems and network infrastructure and/or take other steps to improve and otherwise protect our systems. In addition, our information technology and communications systems, including those associated with acquired businesses, and our operations could be damaged or interrupted by cyber-attackscyberattacks and/or physical security risks. These risks include natural disasters, power loss, telecommunications failures, intentional or inadvertent user misuse or error, failures of information technology solutions, computer viruses, phishing attacks, social engineering schemes, malicious code, ransomware attacks, data extortion, acts of terrorism and physical or electronic security breaches, including breaches by computer hackers, cyber-terrorists and/or unauthorized access to or disclosure of our and/or our employees’ or customers’ data. Furthermore, such unauthorized access or cyber-attackscyberattacks could go unnoticed for some period of time.

These events, among others, could cause system interruptions, delays and/or the loss or release of critical or sensitive data, including the unintentional disclosure of customer, employeeemployee, or ourcompany information, and could delay or prevent operations, including the processing of transactions and reporting of financial results or cause processing inefficiency or downtime. In addition, the rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks. Similar risks could affect our customers, subcontractors or suppliers, indirectly affecting us. While we have security, internal control and technology measures in place to protect our systems and network, if these measures fail as a result of a cyber-attack,cyberattack, other third-party action, employee error, malfeasance or other security failure, and someone obtains unauthorized access to our or our employees’ or customers’ information, our reputation could be damaged, our business may suffersuffer, and we could incur significant liability, or, in some cases, we may lose access to our business data, all of which could result in significant costs, fines or litigation and have a material adverse effect on our business, results of operations and financial condition and/or result in significant costs, fines or litigation. In addition, the rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks. Similar risks could affect our customers, subcontractors or suppliers, indirectly affecting us.condition.

In the ordinary course of business, we and third-parties on whose systems we rely have been targeted by malicious cyber-attacks,cyberattacks, although our systems have been sufficiently resilient to prevent disruption of our operations. However, while we have not experienced a material cybersecurity incident nor incurred material breach related expenses during the reporting period, because the techniques used to obtain unauthorized access or sabotage systems change frequently and are generally not identified until they are launched against a target, our current or future defenses may not be adequate to protect against new or revised techniques.

In addition, the U.S. federal government has continued to raise concerns about the heightened potential for cyberattacks generallyfrom as a result of heightened geopolitical tensionsnation-states and conflicts,decentralized includingcybercriminal the Russia-Ukraine and Israel-Hamas conflicts and the escalated tensions in the Middle East, among others.groups. As cyberattacks continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures to protect against the threat of system disruptions and security breaches, and to investigate and remediate any information security vulnerabilities and mitigate problems caused by any such disruptions and breaches. Any of these events could damage our reputation and have a material adverse effect on our business, results of operations, financial condition and cash flows. Furthermore, while we maintain insurance policies that we consider to be adequate, our coverage may not specifically cover all types of losses or claims that may arise.

In addition, the unauthorized disclosure of confidential information and current and future laws and regulations governing data privacy may pose complex compliance challenges and/or result in additional costs. The continuing and evolving threat of cyber-attackscyberattacks has also resulted in increased regulatory focus on risk management and prevention. NewCompliance with existing and emerging cyber-related regulations or other requirements, including regulations adopted by the SEC, could require significant additional resources and/or cause us to incur significant costs. In addition, these regulations could require us to disclose information about a cybersecurity incident before it has been completely investigated or remediated in full or even in part. Failure to comply with such laws and regulations could result in penalties, fines, regulatory actions and/or legal liabilities and/or harm our reputation, which could have an adverse effect on our results of operations, cash flows and financial condition.

We also rely on suppliers, equipment manufacturers and lessors to obtain or provide the materials and equipment we require to conduct our operations. Any substantial limitation on the availability of suppliers or equipment, including from economic, regulatory or market conditions, includingsuch fromas supply chain disruptions or other factors, could negatively affect, and in the past have negatively affected, our operations and financial results. Climate impacts causing supply shortages, supply chain disruptions or new requirements affecting our suppliers, such as shortages of or restrictions on the use of water, raw materials or energy, or changing waste disposal requirements, could result in operational inefficiencies, impair our ability to complete projects, or cause our operating costs to increase if we are unable to pass such cost increases through to our customers. Additionally, in an environment of elevated or sustained levels of inflation, it can be difficult to find appropriately skilled and qualified subcontractors and suppliers at affordable rates, which has caused our costs to increase. Our costs may continue to increase due to such supply shortages and any related increases in subcontractor and supplier costs if we are unable to pass any such cost increases through to our customers. Any of these factors could have an adverse effect on our results of operations, cash flows and/or liquidity.

We are subject to income taxes in the United States and certain foreign jurisdictions. Management must exercise significant judgment in determining our provision for income taxes due to lack of clear and concise tax laws and regulations in certain jurisdictions. Tax laws are dynamic and subject to change as new laws are passed and new interpretations of laws are issued or applied, and such changes could materially affect our tax provisions.provisions, Other future changes in tax laws, including as a result of the change in administration in the United States,and could have a material adverse effect on our business, results of operations, cash flows and liquidity.

We have made, and may continue to make, strategic acquisitions and investments that may expose us to operational challenges and risks, including: (i) the ability to profitably manage the acquired business or successfully integrate the operations, internal controls, procedures, financial reporting and accounting systems of the businesses we acquire into our business operations; (ii) the ability to realize the anticipated benefits from successful integration of the acquired businesses; (iii) increased indebtedness, contingent earn-out obligations and/or other liabilities; (iv) the ability to fund cash flow shortages that may occur if anticipated revenue, profits and/or cash flows are not realized or are delayed, whether by general economic or market conditions, or other unforeseen difficulties; (v) the expense of integrating acquired businesses; (vi) the ability to retain or hire the personnel required for the successful operation of the acquired business and expanded business operations, in general; (vii) the ability to retain themaintain business relationships and institutional knowledge by retaining, or effectively transitioning, key leadership roles and management teams of the acquired businessesbusiness; (viii) diversion of management’s attention; and (ix) the availability of funding sufficient to meet increased capital needs, among others.

Acquired companies may have liabilities that we failed, or were unable to discover in the course of performing due diligence reviews. We cannot assure you that the indemnifications granted to us by sellers of acquired companies will be sufficient in amount, scope or duration to fully offset potential liabilities associated with acquired businesses. Additionally, purchase agreements for certain acquisitions may not contain indemnification provisions, which would fully expose us to legacy liabilities of the related acquired business. We may learn additional information about the businesses we have acquired that could materially and adversely affect us, such as unknown or contingent liabilities, unprofitable projects, litigation-related liabilities and liabilities related to compliance with applicable laws. Any such liabilities, individually or in the aggregate, could have a material adverse effect on our business. We generally require that key management and former principals of the businesses we acquire enter into non-competition agreements in our favor. If we are unable, andor the courts refuserefuse, to enforce the non-competition agreement entered into by such person or persons, we might be subject to increased competition. Failure to successfully manage the operational challenges and risks associated with, or resulting from, our acquisitions could adversely affect our results of operations, cash flows and liquidity.

We have certain strategic arrangements, including joint ventures and equity investments, which provide us the opportunity to combine our skills and resources with those of others to allow for the performance of projects for which we do not control the day-to-day operations. The success of these arrangements depends, in large part, on whether our partners satisfy their contractual and performance obligations. In certain of these arrangements, we and our partners are jointly and severally liable for liabilities and obligations of the entity or joint venture. If one of our partners fails to perform or is financially unable to bear its portion of required capital contributions or other obligations, including liabilities stemming from claims or lawsuits, we could be required to make additional investments, provide additional services or pay more than our proportionate share of a liability to make up for our partner’s shortfall. Further, if our partners do not meet their performance obligations on projects, and we are unable to adequately address such performance issues onAdditionally, the partstructure of ourthese partners,arrangements thecan projectscreate couldinherent be terminated, which could result in legal liability, harm our reputation and/or impair our ability to participate in future investment and project opportunities, allconflicts of whichinterest couldregarding adverselycommercial affect our results of operations, cash flows and liquidity. We also could be subject to a write-down of a portion or all of the net investment related to such arrangements. Market or other conditions,terms, such as the inabilitypricing of ourconstruction investeesservices, the approval of change orders, and the resolution of claims. While we seek to completeminimize certainthese transactions, could subject us to a lossconflicts of someinterest or all ofthrough the valueterms of our investment. See Note 4 - Fair Value of Financial Instruments and Note 14 - Commitments and Contingenciesset in the notesagreements for these investments, as well as processes in place to manage these relationships, any failure to adequately manage a potential conflict of interest, or the auditedperception consolidatedof financiala statements,conflict, whichcould aredamage incorporatedour byrelationships reference,with forinvestment additionalpartners, information.result in litigation, or harm our professional reputation.

Some of the work we perform is in underground environments. If the field location maps supplied to us are not accurate, or if objects are present in the soil that are not indicated on the field location maps, our underground work could strike objects in the soil containing pollutants and result in a rupture and discharge of pollutants. In such a case, we could incur significant costs, including clean-up costs, we may be liable for significant fines and damages, and we could suffer reputational harm. Additionally, we sometimes perform directional drilling operations below certain environmentally sensitive terrains and water bodies. Due to the inconsistent nature of terrain and water bodies, it is possible that such directional drilling could cause a surface fracture releasing subsurface materials or drilling fluid. These releases alone or, in combination with releases that may contain contaminants in excess of amounts permitted by law, could potentially expose us to significant clean upclean-up and remediation costs, damages, fines and reputational harm, which could have a material adverse effect on our results of operations, cash flows and liquidity.

Our operations are subject to various environmental laws and regulations, including those dealing with the handling and disposal of waste products, polychlorinated biphenyls, fuel storage, air quality and the protection of endangered species. Certain of our current and historical construction operations have used hazardous materials and, to the extent that such materials are not properly stored, contained or recycled, they could become hazardous waste. Additionally, some of our contracts require that we assume the environmental risk of site conditions and require that we indemnify our customers for any damages, including environmental damages, incurred in connection with our projects. We may be subject to claims under various environmental laws and regulations, federal and state statutes and/or common law doctrines for toxic torts and other damages, as well as for natural resource damages and the investigation and clean-up of soil, surface water, groundwater, and other media under laws such as the Comprehensive Environmental Response, Compensation and Liability Act. Such claims may arise, for example, out of current or former conditions at project sites, including legacy matters from acquired businesses, current or former properties owned or leased by us, or contaminated sites that have always been owned or operated by third parties. For example, we own and lease several facilities at which we store our equipment. Some of these facilities contain fuel storage tanks that may be above or below ground. If these tanks were to leak, we could be responsible for the cost of remediation as well as potential fines. Liability may be imposed without regard to fault and may be strict and joint and several, such that we may be held responsible for more than our share of any contamination or other damages, or even for the entire share, and we may be unable to obtain reimbursement from the parties that caused the contamination. The obligations, liabilities, fines and costs or reputational harm associated with these and other events could be material and could have a material adverse impact on our business, financial condition, results of operations and cash flows.

We have experienced, and may continue to experience, direct and indirect negative effects on our business and operations from economic, market and regulatory conditions, including the level of interest rates; inflationary effects on the costs of labor, materials and fuel; supply chain disruptions; uncertainty related to the implementation and pace of spending under governmental programs and initiatives related to infrastructure and other industrial investment, delays and uncertainty related to project permitting and/or other regulatory matters or uncertainty, including, but not limited to, as a result of a temporary pause on new and renewed federal permits and leasing for wind turbine projects announced by President Trump in January 2025, with no end date to such pause specifieduncertainty; climate, environmental and sustainability-related matters; changes in technology, tax and other incentives; potential market volatility that could negatively affect demand for future projects, and/or delay existing project timing or cause increased project costs; and public health matters. Additionally, the effects of ongoing geopolitical events that are outside of our control, such as the political unrest and military conflicts in the Middle East and Ukraine, could potentially increase volatility and uncertainty in the energy and capital markets, which could delay projects and/or negatively affect demand for future projects.

We seek to grow and diversify our business both organically and through acquisitions and/or strategic arrangements in order to deepen our market presence and customer base, broaden our geographic reach and expand our service offerings. In 2021, we initiated a significant transformation of our end-market business operations to position us for expected future growth opportunities. This transformation included significant business combination activity, including expansion of our scale and capacity in renewable energy, power delivery, heavy civil and telecommunications services, which resulted in significant acquisition and integration costs in priorsubsequent periods. TheseAlthough acquisitionacquisitions andcontinue to be an element of our growth strategy, the integration activities related to the transformation-related acquisitions were completed in the fourth quarter of 2023.

Recent acquisitions. During 2024, we completed three acquisitions, including, within our Power Delivery segment, all of the equity interests of a construction company focused on underground utility infrastructure for industrial and municipal projects, with expertise in data center utility systems; certain operations of a heavy civil contractor specializing in transportation projects, which acquisition was included within our Clean Energy and Infrastructure segment; and, within our Pipeline Infrastructure segment, the acquisition of the equity interests of a company focused on pipeline infrastructure and heavy civil projects. In connection with the acquisition within our Pipeline Infrastructure segment, we acquired 60% of the equity interest of the company in exchange for consideration transferred of cash and a 40% equity interest in a MasTec Canadian subsidiary.

During 2023, we completed four acquisitions,acquisitions including, within our Communications segment, certain of the assets of a telecommunications company specializing in wireless services; and a telecommunications construction company specializing in broadband and fiber-to-the-home initiatives in the New England area. Additionally, we acquired certain of the equity interests of two equipment companies, both of which are included within our Pipeline Infrastructure segment.

Changes in demand in our customers’ businesses and fluctuations in market prices for energy sources, including oil and gas products, can affect demand for our services. In particular, such changes can affect the level of activity in energy generation projects, including from renewable energy sources, as well as pipeline construction and carbon capture projects. The availability of transportation and transmission capacity can also affect demand for our services, including energy generation, electric grid and pipeline construction projects. These factors, as well as the highly competitive nature of our industry, can result in changes in levels of activity, project mix, and/or the profitability of the services we provide. We strive to maintain our profit margins through productivity improvements, integration and cost reduction programs and/or business streamlining efforts when operating under conditions of increased pricing pressure or other market developments. Market factors, including elevated rates of interest and inflation and the related effects on labor, materials and fuel costs, have had, and could continue to have, a negative effect on our profitability, to the extent that we are not able to pass these costs through to our customers. While we actively monitor economic, industry and market factors that could affect our business, we cannot predict the effect that changes in such factors could have on our future results of operations, liquidity and cash flows, and we may be unable to fully mitigate, or benefit from, such changes. See Item 1. “Business” under “Industry Trends” and Item 1A. “Risk Factors” under “Unfavorable market conditions, including rising or elevated levels of inflation and/or interest rates, changes to tariffs and/or trade policies affecting macroeconomic conditions, including inflation, as well as the industries we serve and related projects and expenditures, access to capital, material and costs, supply chain disruptionsdisruptions, or political,political regulatory or market uncertainty, including economic downturns and heightened geopolitical tensions and conflicts, could reduce capital expenditures in the industries we serve or could adversely affect our customers and result in decreased demand for our services.” for discussion pertaining to opportunities in the industries we serve and potential effects of market conditions.

Our revenue is generally lower at the beginning of the year and during the winter months because harsher weatherweather, such as cold, snowy or wet conditionsconditions, can delay projects. Revenue is generally higher during the summer and fall months due to increased demand for our services when favorable weather conditions exist in many of the regions in which we operate, but continued cold and wet weather can often affect second quarter project activity and/or productivity. In the fourth quarter, many projects tend to be completed by customers seeking to spend their capital budgets before the end of the year, which can have a positive effect on our revenue. Customers, however, could also curtail certain of their project activities toward the end of the year as they await capital budget allocations for the next year. The holiday season and inclement weather can cause delays, which can reduce revenue and increase costs on affected projects during the related period. Any quarter may be positively or negatively affected by adverse or unusual weather patterns and/or climate-related effects, including warm winter weather, excessive rainfall, flooding or natural catastrophes such as wildfires, hurricanes, excessive winds or other severe weather, making it difficult to predict quarterly revenue and margin variations.

Project Mix. Revenue mix impacts our overall project margins, as margin opportunities and/or risks can vary by project type, industry, and by segment over time. For example, installation work that is performed on a fixed price basis has a higher level of margin opportunity or risk than maintenance or upgrade work, including those under master service and other service arrangements, which is often performed under pre-established fixed price per unit or time and materials pricing arrangements. As a result, changes in project mix between installation work performed on a fixed price basis, and maintenance or upgrade services that are performed under pre-established fixed price per unit or time and materials pricing arrangements, can affect our project margins in a given period.

Price and Performance Risk. Overall project margins may fluctuate due to project pricing and job conditions, changes in the cost of labor and materials, crew availability, job productivity and work volume. Job productivity can be affected by factors such as quality of the work crew and equipment, the quality of engineering specifications and designs, as well as unanticipated engineering or design challenges, availability of skilled labor, environmental or regulatory factors and customer decisions or delays. Job productivity can also be influenced by weather conditions, job conditions and job terrain, such as whether project work is in a right of way that is open or one that has physical obstructionsobstructions, or environmental or legal encumbrances.

Interest Expense, Net. Interest expense, net, consists of contractual interest expense on outstanding debt obligations, amortization of deferred financing costs and other interest expense, including interest expense related to financing arrangements and mandatorily redeemable non-controlling interests.arrangements. Interest expense is offset, in part, by interest earned on cash and other investments.

Other Income or Expense. Other income or expense consists primarily of gains or losses from changes to estimated Earn-out accruals, certain legal and other settlements, certain acquisition-related adjustments, gains or losses from, or changes in estimated recoveries from, certain assets, including financial instruments, and certain liabilities, gains or losses arising from transactions not denominated in functional currencies, and certain acquisition and integration costs.

This discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of our consolidated financial statements requires the use of estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances, including the potential future effects of macroeconomic trends and events, such as inflation and interest rate levels; uncertainty from potential market volatility; other market, industry and regulatory factors, including uncertainty related to the implementation and pace of spending under governmental programs and initiatives and project permitting issues, and other regulatory matters or uncertainty; supply chain disruptions; climate-related matters; and global events, such as militarygeopolitical conflicts;tensions and conflicts, as well as public health matters. These estimates form the basis for making judgments about our operating results and the carrying values of assets and liabilities that are not readily apparent from other sources. Given that management estimates, by their nature, involve judgments regarding future uncertainties, actual results could differ materially from these estimates if conditions change or if certain key assumptions used in making these estimates ultimately prove to be inaccurate. Our accounting policies and critical accounting estimates are reviewed periodically by the Audit Committee of the Board of Directors.

We believe that our accounting estimates pertaining to: the recognitionRecognition of revenue and project profit or loss, which we define as project revenue, less project costs of revenue, including project-related depreciation, in particular, on construction contracts accounted for under the cost-to-cost method, for which the recorded amounts require estimates of costs to complete and the amount and probability of variable consideration included in the contract transaction price; fair value estimates, including those related to acquisitions, valuations of goodwill, intangible assets and acquisition-related contingent consideration; self-insurance liabilities; income taxes; and litigation and other contingencies, are the most critical in the preparation of our consolidated financial statements as they are important to the portrayal of our financial condition and require significant or complex judgment and estimates on the part of management. Actual results could, however, vary materially from these accounting estimates.

Contracts. We derive revenue primarily from construction projects performed under: (i) master service and other service agreements, which generally provide a menu of available services in a specific geographic territory that are utilized on an as-needed basis, and are typically priced using either a time and materials or a fixed price per unit basis; and (ii) contracts for specific projects requiring the construction and installation of an entire infrastructure systemsystem, or specified units within an infrastructure system, which may be subject to one or multiple pricing models, including fixed price, unit price, time and materials, or cost plus a markup. Revenue derived from projects performed under master service and other service agreements totaled 41%44% of consolidated revenue for the year ended December 31, 2024.2025.

Performance Obligations. A performance obligation is a contractual promise to transfer a distinct good or service to a customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the performance obligation is satisfied. Our contracts often require significant services to integrate complex activities and equipment into a single deliverable, and are therefore generally accounted for as a single performance obligation, even when delivering multiple distinct services. Contract amendments and change orders, which are generally not distinct from the existing contract, are typically accounted for as a modification of the existing contract and performance obligation. The majority of our performance obligations are completed within one year.

We estimate the fair values of our earn-out liabilities using income approaches such as discounted cash flows or option pricing models, both of which incorporate significant inputs not observable in the market (Level 3 inputs), including management’s estimates and entity-specific assumptions, which inputs are evaluated on an ongoing basis. Key assumptions in estimating the fair values of our earn-out liabilities include the discount rate, which, as of December 31, 2024,2025, ranged from 14.0%10.5% to 14.5%,14.3%, with a weighted average rate of 14.2%,11.1% based on the relative fair value of the respective Earn-out liabilities, and probability-weighted projections of EBITDA. Significant changes in any of these assumptions could result in significantly higher or lower estimated earn-out liabilities.

Due to the time required to gather and analyze the necessary data for each acquisition, U.S. GAAP provides a “measurement period” of up to one year from the date of acquisition in which to finalize these fair value determinations. During the measurement period, preliminary fair value estimates may be revised if new information is obtained about the facts and circumstances existing as of the date of acquisition, or based on the final net assets and working capital of the acquired business, as prescribed in the applicable purchase agreement. Such adjustments may result in the recognition of, or an adjustment to the fair values of, acquisition-related assets and liabilities and/or consideration paid, and are referred to as “measurement period” adjustments. Measurement period adjustments are recorded to goodwill. Other revisionschanges to fair value estimates, including those relating to facts and circumstances that occur subsequent to the date of acquisition, are reflected as income or expense, as appropriate. See Note 3 - Acquisitions, Goodwill and Other Intangible Assets, Net in the notes to the audited consolidated financial statements, which is incorporated by reference, for information pertaining to acquisition-related fair value adjustments.

Goodwill and Other Intangible Assets

We have goodwill and other intangible assets that have been recorded in connection with our acquisitions of businesses. Goodwill and indefinite-lived intangible assets areis not amortized, but instead areis tested for impairment at least annually. Finite-livedOther intangible assets are amortized over their useful lives, which are generally based on contractual or legal rights, in a manner consistent with the pattern in which the related benefits are expected to be consumed.consumed, or on a straight-line basis if that pattern cannot be reliably determined.

We perform our annual impairment teststest of goodwill and indefinite-lived intangible assets during the fourth quarter of each year, andor onmore frequently if events or circumstances arise which indicate that the fair value of a quarterlyreporting basis,unit wewith monitorgoodwill theseis assetsbelow forits potentialcarrying indicators of impairment.amount. Goodwill is required to be tested for impairment at the reporting unit level. A reporting unit is an operating segment, or one level below the operating segment, which is referred to as a component.

We reassessed the reporting unit structure of our Power Delivery operating segment inDuring the first quarter of 2024.2025, As a result of this assessment, thecertain reporting units within our Communications and Power Delivery operating segmentsegments were restructured to more closely align with the segment’ssegments’ end markets and to better correspond with the operational management reporting structurestructures of theboth segment,segments. includingUnder fromboth the effectscurrent ofand our recent transformative acquisition efforts. Under the newprevious reporting unit structure,structures, each of the five components within ourthe Communications and Power Delivery operating segmentsegments is a reporting unit. For additional details of the restructuring and the related assessment, refer to Note 1 - Business, Basis of Presentation and Significant Accounting Policies in the notes to the audited consolidated financial statements, which is incorporated by reference.

Following is a summary of goodwill and other intangible assets, net, by segment as of December 31, 20242025:

ForAs thepart yearof endedour Decemberannual 31,impairment 2024,test of goodwill, we performedperform a qualitative assessment forof our goodwillreporting and indefinite-lived intangible assetsunits by examining relevant events and circumstances that could have an effect on theira reporting unit’s fair values,value, such as: macroeconomic trends and events, including: levels of inflation, market interest rates and/or supply chain disruptions; industry and/or market conditions, including the potential effects of regulatory and other uncertainty,uncertainties, includingsuch as uncertainty related to the implementation and pace of spending under governmental infrastructure programs and initiatives; and project permitting uncertaintyissues; financial, competitive and other conditions, including declines in the operating performance of our reporting units;units, entity-specificand/or events; the potential effects of longer-termlong-term changes in consumer behavior; dueentity-specific to regulatory, climate-related or other factors,events; and other relevant factors or events that could affect earnings and cash flows.

ForIf, after performing a qualitative assessment, we determine that it is more likely than not that the fair value of a reporting unitsunit is less than its carrying amount, we then perform a quantitative impairment test for whichthose quantitativereporting testingunits. wasWe performed,estimate we estimated theirthe fair valuesvalue of a reporting unit using a combination of market and income approaches using Level 3 inputs. Under the market approach, the fair values wereare estimated using published market multiples for comparable companies and applying them to revenue and EBITDA. Under the income approach, a discounted cash flow methodology wasis used, considering: (i) management estimates, such as projections of revenue, operating costs and cash flows, taking into consideration historical and anticipated financial results; (ii) general economic, market and regulatory conditions; and (iii) the impact of planned business and operational strategies. We believe the assumptionsAssumptions used in our quantitative goodwill impairment tests are reflective of the risks inherent in the business models of the applicable reporting units and within the units’ industry. Estimated discount rates wereare determined using the weighted average cost of capital for each reporting unit at the time of the analysis, taking into consideration the risks inherent within each reporting unit individually. Significant assumptions used in testing the reporting units included terminal values based on a terminal growth rate of 3.0%, five to seven years of discounted cash flows prior to the terminal value, including revenue growth and EBITDA margin assumptions, and discount rates ranging from 9.5% to 11.0%.

As of December 31, 2024,2025, we believe that the recorded balances of goodwill and other intangible assets are recoverable; however, adverse changes in the assumptions or estimates used in our analyses, such as a reduction in profitability and/or cash flows, changes in market, regulatory or other conditions, including decreases in project activity levels and/or the effects of elevated levels of inflation, interest rates or other regulatory or market disruptions, including from geopolitical events and/or changes in asset characteristics, could result in non-cash goodwill and/or intangible asset impairment charges in future periods. See Note 1 - Business, Basis of Presentation and Significant Accounting Policies and Note 3 - Acquisitions, Goodwill and Other Intangible Assets, Net in the notes to the audited consolidated financial statements, which are incorporated by reference, for additional discussion.

We are self-insured up to the amount of our deductible for our insurance policies. We also manage certain of our insurance liabilities indirectly through our wholly-owned captive insurance company, which reimburses claims up to the applicable insurance limits. Liabilities under our insurance programs are accrued based upon our estimate of the ultimate liability for claims, with assistance from third-party actuaries. The determination of such claims and expenses and the appropriateness of the related liability is reviewed and updated quarterly. These insurance liabilities are, however, difficult to assess and estimate due to many factors, the effects of which are often unknown or difficult to estimate, including the severity of an injury or an incident, the determination of our liability in proportion to other parties and the number of incidents not reported. Accruals are based upon known facts, historical trends and claims experience, loss development patterns and other actuarial assumptions. Although we believe such accruals are adequate, a change in experience or actuarial or management assumptions could materially affect our results of operations in a particular period. As of December 31, 2024,2025, MasTec’s estimated gross liability for unpaid claims and associated expenses, including incurred but not reported losses related to these policies, totaled $251.0$306.8 million.

The following table, which may contain slight summation differences due to rounding, reflects our consolidated results of operations in dollar and percentage of revenue terms for the periods indicated (dollar amounts in millions). Our consolidated results of operations are not necessarily comparable from period to period due to the effect of recent acquisitions and certain other items, which are described in the comparison of results section below. In this discussion, “acquisition” results are defined as results from acquired businesses for the first twelve months following the dates of the respective acquisitions, with the balance of results for a particular item attributed to “organic” activity. Unless otherwise stated, comparisons are for the years ended December 31, 20242025 and 2023.2024.

Revenue. On a consolidated basis, revenue increased by $308$1,996 million driven by our segment results as follows: revenue increased in our Communications segment by approximately $201$815 million, or 6%,32%, in our Clean Energy and Infrastructure segment by approximately $130$607 million, or 3%,15%, in our Power Delivery segment by approximately $563 million or 16%, and in our Pipeline Infrastructure segment by approximately $61$4 million, orremaining 3%,generally and decreased in our Power Delivery segment by approximately $53 million or 2%. Acquisitions contributed $43 million of increased revenue for the year ended December 31, 2024 and organic revenue increased by approximately $265 million, or 2%flat as compared with 2023.the prior year. See “Analysis of Revenue and EBITDA by Segment” below for additional information and discussion related to segment revenues.revenue.

Costs of revenue, excluding depreciation and amortization. Higher levels of revenue contributed an increase of $272$1,732 million in costs of revenue, excluding depreciation and amortization, and improvedreduced productivity contributed aan decreaseincrease of approximately $210$99 million. Costs of revenue, excluding depreciation and amortization, as a percentage of revenue decreasedincreased by approximately 17070 basis points to 87.5% of revenue in 2025 compared to 86.8% of revenue in 2024 from 88.5% of revenue in 2023.2024. The basis point decreaseincrease was due to a combination of improvedreduced project efficiencies and project mix, primarily within our Clean Energy andPipeline Infrastructure and PipelinePower InfrastructureDelivery segments, as well as an $8 million decrease in certain acquisition and integration costs offset, in part, by reducedimproved productivity fromand theefficiencies effectswithin ofour certainClean overheadEnergy costsand incurredInfrastructure to maintain operating capacity in support of expected future project work.segment. See “Analysis of Revenue and EBITDA by Segment” below for discussion of operating capacity effects by segment.

Depreciation. As a percentage of revenue, depreciation decreased by approximately 6090 basis points, due primarily to a net reduction of approximately $34 million related to a change in the depreciable lives of certain machinery and equipment to better align the respective assets’ lives with their expected useful lives, and,offset, in part, fromby lowerhigher levelscapital expenditures to support operational growth and the replacement of propertyolder machinery and equipment, net.equipment.

Amortization of intangible assets. The decrease in amortization of intangible assets was due to a combination of the effects of timing of amortization for certain assets and the completion of amortization for certain intangible assets associated with prior years’ acquisitions. As a percentage of revenue, amortization of intangible assets decreased by approximately 3020 basis points as compared with the same period in 2023.2024 primarily due to higher levels of revenue.

General and administrative expenses. The decreaseincrease in general and administrative expenses was due primarily due to aan $64 million reductionincrease in acquisitionprofessional fees, the effects of timing of ordinary course legal matters, and integration costs, a decrease in information technology expenses and an increase in gains on sales of assets, net, offset, in part, by ana increasedecrease in compensation expense and the effectsprovision offor timingcredit of ordinary course legal and other settlement matters.losses. Overall, general and administrative expenses decreased by approximately 3060 basis points as a percentage of revenue for the year ended December 31, 20242025 as compared with the same period in 2023.2024 due to higher levels of revenue.

Interest expense, net. The decrease in interest expense, net, wasresulted primarily due tofrom lower average outstanding balances underand, to a lesser extent, lower average interest rates on our creditvariable facilityrate and term loans,debt, which accounted for a reduction in interest expense of $54approximately million.$35 The decrease in interest expense, net, wasmillion, offset, in part,part by an increase in interest expense from our senior notes ofdue approximatelyto $11higher million,average primarilybalances drivenincluding byfrom the second quarterJune 2024 issuance of our 5.900% Senior Notes.Notes, and, to a lesser extent, from finance leases due to higher levels of activity. See “Financial Condition, Liquidity and Capital Resources” discussion below for details of our debt instruments.

Other expense (income), expense, net. For the year ended December 31, 2025, other income, net, included approximately $3 million of income, net, from changes to estimated Earn-out accruals, approximately $6 million of other miscellaneous income, offset, in part, by approximately $4 million of expense, net, from the changes in the fair value of additional contingent payments to former owners of an acquired business. For the year ended December 31, 2024, other expense, net, included approximately $5 million of expense, net, from changes to estimated Earn-out accruals, approximately $5 million of expense, net, from the changes in the fair value of additional contingent payments to former owners of an acquired business and approximately $6 million of asset impairments related to certain fixed assets, offset, in part, by approximately $3 million of other miscellaneous income, net, including from legal and other settlements. For the year ended December 31, 2023, other income, net, included approximately $13 million of income, net, from changes to estimated Earn-out accruals, approximately $3 million of income from the final settlement and expiration of certain warrants related to the acquisition of IEA, approximately $29 million of other miscellaneous income, including from insurance and other settlements, and approximately $1 million of income from changes in the fair value of additional contingent payments to former owners of an acquired business, offset, in part, by approximately $3 million of impairment losses on an investment.

Net income attributable to non-controlling interests. Net income attributable to non-controlling interests was $37$23 million for the year ended December 31, 2024,2025, as compared with $3$37 million for the same period in 2023.2024. The increasedecrease was primarily attributable to increasedthe operatingdecrease activity,in including a full yearactivity of results from certain subsidiariesentities within the CompanyPipeline acquiredInfrastructure inand 2023Communications whichsegments havewith minority interest holders.

Revenue. The increase in revenue was driven primarily by higher levels of wireless, wirelinewireless and utilitywireline project activity due, in part, to increased customer project timing in our wireless and wireline businesses. These increases weredemand, offset, in part, by a decrease in our install-to-the-home project activity due, in part, to changes in consumer behavior resulting in lower demand.behavior.

EBITDA. As a percentage of revenue, EBITDA increased by approximately 14050 basis points, or $48$18 million, due to improved project efficiencies, including from our wireless and wireline businesses, and as a result of a reduction of approximately $23 million in certain acquisition and integration costs.businesses. Higher levels of revenue resulted in an increase in EBITDA of approximately $17$71 million.

Revenue. The increase in revenue was due primarily due to higher levels of heavy civil project activity, offset,primarily in part, by lower levels ofour renewable and certain industrial and other infrastructure project work, due to various factors affecting timing of project work.projects.

EBITDA. As a percentage of revenue, EBITDA increased by approximately 290110 basis points, or $120$53 million, due to a combination of improved productivity, and efficiencies, including from certain renewable, industrial and infrastructure project work, and a reduction of approximately $37 million in certain acquisition and integration costs, offset, in part, bymix, the positive effects of certain overheadrenewable costsproject incurredclose-outs, toand maintainimproved operatingproductivity capacityand inefficiencies, supportprimarily offrom expectedcertain futurerenewable and infrastructure project work. Higher levels of revenue resulted in an increase in EBITDA of approximately $4$38 million.

Revenue. ForThe theincrease year ended December 31, 2024, acquisitions contributed $19 million of revenue, whereas organicin revenue decreased by approximately $72 million as compared with 2023,was due primarily to lowerhigher levels of project activity, including timing-related decreasesactivity in transmission and distribution-related project work, including due to regulatory effects, as well as lowerhigher levels of certain facilities and infrastructure-related project work. These decreasesincreases were offset, in part, by ana increasedecrease in substation-related project activity, as well as a decrease in demand for emergency storm restoration services.

EBITDA. As a percentage of revenue, EBITDA decreased by approximately 6020 basis points, or $16$9 million, primarily due to areduced combinationefficiencies at certain of reducedour project efficienciessites and mix, including from the effects of certain overhead costs incurred to maintain operating capacity in support of expected future project work, including due to regulatory effects, offset, in part, by a reduction of approximately $9 million in certainemergency acquisitionrestoration andservices. integration costs. LowerHigher levels of revenue contributed aan decreaseincrease in EBITDA of approximately $4$47 million.

EBITDA. As a percentage of revenue, EBITDA increaseddecreased by approximately 450340 basis points, or $97$72 million, due primarily to projectreduced efficiencies and improved productivity,efficiencies, including asfrom a resultreduction ofin improvedrevenue operatingon leveragemidstream frompipeline higher levels of revenue, as well asprojects, the effects of project mix.mix, Higherand levelsthe effects of revenuecertain contributedoverhead ancosts increaseincurred to maintain operating capacity in EBITDAsupport of approximatelyexpected $8future million.project work.

EBITDA. For the year ended December 31, 2025, Corporate EBITDA included $3 million of income, net, from changes to estimated Earn-out accruals and $4 million of expense, net, from the changes in the fair value of additional contingent payments to former owners of an acquired business. For the year ended December 31, 2024, Corporate EBITDA included approximately $11 million of a loss on debt extinguishment, $5 million of expenseexpense, net, from changes to estimated Earn-out accruals, and $5 million of expense from the changes in the fair value of additional contingent payments to former owners of an acquired business. For the year ended December 31, 2023, Corporate EBITDA included approximately $13 million of income, net, from changes to estimated Earn-out accruals, $3 million of income from the final settlement and expiration of certain warrants related to the acquisition of IEA, and $1 million of income from the changes in the fair value of additional contingent payments to former owners of an acquired business. Corporate expenses for the year ended December 31, 20242025 not related to the above-described items increased by approximately $41$7 million as compared with the same period in 2023,2024, due primarily to increases in compensation expense and other administrative expenses, including professional fees, offset, in part, by the effects of timing of ordinary course legal and other settlement matters, increases in compensation expense, information technology, travel, and other administrative expenses, offset, in part, by a reduction in professional fees and certain acquisition and integration costs.matters.

Refer to Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Comparison of Years Ended December 31, 20232024 and 20222023” of the Company’s 20232024 Annual Report on Form 10-K (“the 2023“2024 Form 10-K”) for a comparison of results for the years ended December 31, 20232024 and 2022,2023, which discussion is incorporated herein by reference.

As appropriate, we supplement our reported U.S. GAAP financial information with certain non-U.S. GAAP financial measures, including earnings before interest, income taxes, depreciation and amortization (“EBITDA”), adjusted EBITDA (“Adjusted EBITDA”), adjusted net income (“Adjusted Net Income”), adjusted net income attributable to MasTec, Inc. (“Adjusted Net Income Attributable to MasTec, Inc.”) and adjusted diluted earnings per share (“Adjusted Diluted Earnings Per Share”). These “adjusted” non-U.S. GAAP measures exclude, as applicable to the respective periods, non-cash stock-based compensation expense; loss on extinguishment of debt; changes in fair value of acquisition-related contingent items; acquisition and integration costs related to certain acquisition activity, as more fully described below; fair value gains or losses, net, on an investment; project results from an acquisition-related proportionately consolidated non-controlled Canadian joint venture that was underway at the time of the related acquisition, which joint venture was managed by a third party and automatically terminated upon completion of the project; the bargain purchase gain from a prior year acquisition; and, for Adjusted Net Income, Adjusted Net Income Attributable to MasTec, Inc. and Adjusted Diluted Earnings Per Share, amortization of intangible assets, the effects of statutory and other tax rate changes, and the tax effects of the adjusted items. These definitions of EBITDA and Adjusted EBITDA are not the same as in our Credit Facility or in the indenture governing our senior notes; therefore, EBITDA and Adjusted EBITDA as presented in this discussion should not be used for purposes of determining our compliance with the covenants contained in our debt instruments.

We use EBITDA and Adjusted EBITDA, as well as Adjusted Net Income, Adjusted Net Income Attributable to MasTec, Inc. and Adjusted Diluted Earnings Per Share, to evaluate our performance, both internally and as compared with our peers, because these measures exclude certain items that may not be indicative of our core, or underlying, operating results, as well as items that can vary widely across different industries or among companies within the same industry. We believe that these adjusted measures provide a baseline for analyzing trends in our underlying business. We also use these adjusted measures to allocate resources. Non-cash stock-based compensation expense can be subject to volatility from changes in the market price per share of our common stock or variations in the value and number of shares granted, and amortization of intangible assets is subject to acquisition activity, which varies from period to period.

Our business is subject to a variety of risks and uncertainties.uncertainties, Thereincluding risks related to our recent acquisition of Superior and the financing thereof. However, there have been no material changes to either the cautionary statement regarding forward-looking statements or to any of the risk factors disclosed in our 2025 Form 10-K, as updated by our Quarterly Reports on Form 10-Q and other filings we make with the SEC. Such risk factors do not identify all risks that we face because our business operations could also be affected by additional factors that are not presently known to us or that we currently consider to be immaterial to our operations.

The following is a discussion and analysis of our business, financial condition and results of operations for the quarterly period ended MarchJune 31,30, 2026 and relevant prior periods. This discussion and analysis should be read in conjunction with our consolidated financial statements and notes thereto in Item 1 of this Quarterly Report on Form 10-Q (this “Form 10-Q”), and the audited consolidated financial statements, accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contained in our 2025 Form 10-K. In this MD&A, “$” means U.S. dollars unless specified otherwise.

As disclosed within our “Risk Factors” in our 2025 Form 10-K, we are subject to risks related to, among other factors, tariffs and trade actions and geopolitical events that may affect macroeconomic conditions, supply chains, costs and customer demand. Recent geopolitical tensions, most notably conflicts in the Middle East, have contributed to increased volatility and uncertainty in the energy and capital markets, including higher fuel prices used to operate our fleet of vehicles, machinery and equipment, and such volatility could persist if these events are further prolonged or escalate. At the same time, a heightened focus on domestic energy security and independence may incentivize oil and gas development and increase demand for renewable alternatives. During 2025 and continuing into 2026, the U.S. government announced or imposed a variety of tariff or other trade actions, prompting retaliatory measures by many countries, including tariffs on U.S. exports and restrictions on certain foreign exports. On February 20, 2026, the U.S. Supreme Court invalidated tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). Following this decision, the U.S. presidential administration announced its intention to invoke other laws to impose tariffs and announced new tariffs on all countries, in addition to existing non-IEEPA tariffs. Further, on April 2, 2026, the administration issued a Presidential Proclamation under Section 232 of the Trade Expansion Act of 1962 modifying and strengthening existing tariff regimes on aluminum, steel, and copper imports. Collectively, these trade actions have increased the cost of importing certain construction materials into the U.S., including steel, concrete, copper and solar panels, and have contributed to disruption, uncertainty, and volatility in international trade and supply chains. Significant uncertainty remains regarding the status of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended.

During 2025 and continuing into 2026, the U.S. government announced or imposed a variety of tariff or other trade actions, prompting retaliatory measures by many countries, including tariffs on U.S. exports and restrictions on certain foreign exports. These actions, including modifications to tariff regimes affecting steel, aluminum, copper, and other imported materials, have increased the cost of importing certain construction materials into the U.S. and have contributed to disruption, uncertainty, and volatility in international trade and supply chains. Significant uncertainty remains regarding the status of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended. We continue to monitor these developments and to evaluate potential impacts and mitigating strategies that we or our customers may implement; however, although these trade actions and ongoing geopolitical events have not had a material impact on our results of operations to date, the related uncertainty and potential changes in trade policy or geopolitical conditions could affect our customers’ capital spending plans, supply chains and operating costs, which could, in turn, adversely affect demand for our services in future periods.

We are a leading North American infrastructure engineering and construction company focused primarily on engineering, building, installation, maintenance and upgrade of communications, energy and utility and other infrastructure, such as: wireless, wireline/fiber; power delivery infrastructure, including transmission, distribution, grid hardening and modernization, environmental planning and compliance; power generation infrastructure, primarily from clean energy and renewable sources; pipeline infrastructure, including for natural gas, water and carbon capture sequestration pipelines and pipeline integrity services; heavy civil and industrial infrastructure, including the construction and maintenance of buildings, roads, bridges, rail, water/sewer systems and other civil infrastructure, including data center infrastructure; and environmental remediation services. Our customers are primarily in these industries. Including our predecessor companies, we have been in business for over 95 years. As of MarchJune 31,30, 2026, we had approximately 37,000 employees and 790780 locations. We offer our services under the MasTec® and other service marks and we arehave been consistently ranked among the top fivespecialty contractors within Engineering News-Record’s Top 400 Contractors.

Estimated backlog represents the amount of revenue we expect to realize over the next 18 months from future work on uncompleted construction contracts, including new contracts under which work has not begun, as well as revenue from change orders and renewal options. Our estimated backlog also includes amounts under master service and other service agreements and our proportionate share of estimated revenue from proportionately consolidated non-controlled contractual joint ventures. Estimated backlog for work under master service and other service agreements is determined based on historical trends, anticipated seasonal impacts, experience from similar projects and estimates of customer demand based on communications with our customers. Based on current expectations of our customers’ requirements, we anticipate that we will realize approximately 58%40% of our estimated MarchJune 31,30, 2026 backlog in 2026. The following table presents 18-month estimated backlog by reportable segment as of the dates indicated:

As of MarchJune 31,30, 2026, 44%40% of our backlog is estimated to be attributable to amounts under master service or other service agreements, pursuant to which our customers are not contractually committed to purchase a minimum amount of services. Most of these agreements can be canceled on short or no advance notice. Timing of revenue for construction and installation projects included in our backlog can be subject to change as a result of customer, regulatory or other delays or cancellations, including from factors relative to “General Economic, Market and Regulatory Conditions” mentioned above. These effects, among others, could cause estimated revenue to be realized in periods later than originally expected, or not at all. We occasionally experience postponements, cancellations and reductions in expected future work due to these effects and/or other factors. There can be no assurance as to our customers’ requirements or that actual results will be consistent with the estimates included in our forecasts. As a result, our backlog as of any particular date is an uncertain indicator of future revenue and earnings.

Backlog is a common measurement used in our industry. Our methodology for determining backlog may not, however, be comparable to the methodologies used by others. Backlog differs from the amount of our remaining performance obligations, which are described in Note 1 – Business, Basis of Presentation and Significant Accounting Policies in the notes to the consolidated financial statements, which is incorporated by reference. As of MarchJune 31,30, 2026, total 18-month backlog differed from the amount of our remaining performance obligations due primarily to the inclusion of $8.4 billion of estimated future revenue under master service and other service agreements within our backlog estimates, as described above, and the exclusion of approximately $4.3$3.2 billion of remaining performance obligations and estimated future revenue under master service and other service agreements in excess of 18 months, which amount is not included in the backlog estimates above. Backlog expected to be realized in 2026 differs from the amount of remaining performance obligations expected to be recognized for the same period due primarily to the inclusion of approximately $3.1$1.9 billion of estimated future revenue under master service and other service agreements included within our backlog estimate, which is not included within our remaining performance obligations for the same period.

This discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of our consolidated financial statements requires the use of estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. A summary of our critical accounting estimates is included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2025 Form 10-K. We are required to make estimates and judgments in the preparation of our financial statements that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures. We continually review these estimates and their underlying assumptions to ensure they are appropriate for the circumstances. Changes in the estimates and assumptions we use could have a material impact on our financial results. During the threesix months ended MarchJune 31,30, 2026, there were no material changes in our critical accounting estimates or policies previously disclosed in our 2025 Form 10-K.

The following tables, which may contain slight summation differences due to rounding, reflect our consolidated results of operations in dollar and percentage of revenue terms for the periods indicated (dollar amounts in millions). Our consolidated results of operations are not necessarily comparable from period to period due to the effect of recent acquisitions and certain other items, as appropriate, which are described in the comparison of results section below. In our discussions, “acquisition” results are defined as results from acquired businesses for the first twelve months following the dates of the respective acquisitions, with the balance of results for a particular item attributed to “organic” activity. Unless otherwise stated, comparisons are for the quarters ended MarchJune 31,30, 2026 and 2025.

Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025

Revenue. On a consolidated basis, revenue increased by $981$829 million, or 34%,23%, driven by our segment resultsresults. asSee follows:Analysis revenueof increased in our Clean EnergyRevenue and Infrastructure segmentEBITDA by approximately $414 million, or 45%, in our Pipeline Infrastructure segment by approximately $326 million, or 91%, in our Power Delivery segment by approximately $146 million, or 16%, and in our Communications segment by approximately $121 million, or 18%. Acquisitions contributed $169 million of increased revenueSegment for thefurther threedetails. months ended March 31, 2026, whereas organicOrganic revenue increased by approximately $813$634 million, or 29%,18%, as compared with the same period in 2025.2025, Seeand belowacquisitions forcontributed details$195 million of revenue byfor segment.the three months ended June 30, 2026.

Costs of revenue, excluding depreciation and amortization. Higher levels of revenue contributed an increase of $874$727 million in costs of revenue, excluding depreciation and amortization, and improved productivity contributed a decrease of approximately $60$19 million. Costs of revenue, excluding depreciation and amortization, as a percentage of revenue, decreased by approximately 16040 basis points to 87.5%87.3% of revenue for the three months ended MarchJune 31,30, 2026 from 89.1%87.7% of revenue for the same period in 2025. The basis point decrease was due to a combination of project mix and improved project efficiencies, primarily within our Pipeline Infrastructure segment.

Amortization of intangible assets. AcquisitionsAmortization contributedexpense approximately $9 million of amortizationincreased for the three months ended MarchJune 31,30, 2026, and organic amortization decreased by approximately $3$9 million,million orof 9%,additional expense associated with acquisitions, offset, in part, by a decrease of $4 million due primarilyto toa combination of the effects of timing of amortization for certain assets and the completion of amortization for certain intangible assets.assets associated with prior year acquisitions. As a percentage of revenue, amortization of intangible assets decreasedwas bygenerally approximately 10 basis pointsflat as compared with the same period in 2025 due, in part, to higher levels of revenue.2025.

General and administrative expenses. Acquisitions contributed $6 million of general and administrative expenses for the three months ended March 31, 2026. Organic general and administrative expenses also increased by approximately $42$20 million, or 25%, as compared with the same period in 2025,12%, primarily due to an increase in compensation expense, including stock-based compensation and insurance to support business growth, aan $10approximately $2 million increase from changes in the fair value of contingent consideration payable to former owners of an acquired business, and approximately $1$9 million of an increase from changes to estimated Earn-out accruals, andoffset, ain decreasepart, by an increase in net gains on asset sales.sales, and reductions in the effects of timing of ordinary course legal matters. Acquisitions contributed an additional $11 million of general and administrative expenses for the three months ended June 30, 2026. Overall, general and administrative expenses decreased by approximately 20 basis points as a percentage of revenue for the three months ended MarchJune 31,30, 2026 as compared with the same period in 2025 due, in part, to higher levels of revenue.

Equity in losses (earnings) of unconsolidated affiliates, net. For the three months ended MarchJune 31,30, 2026,2026 losses from unconsolidated affiliates, net, totaled approximately $4 million, related primarily to an other-than-temporary impairment of $7.9 million on an equity method investment, partially offset by earnings from our investment in the Waha JVs. For the three months ended March 31,and 2025, equity in earnings from unconsolidated affiliates, net, totaled approximately $10 million and $7 million, respectively, and related primarily to our investment in the Waha JVs.

(Provision for) benefit from income taxes. For the three months ended MarchJune 31,30, 2026, our effective tax rate was 23.8%24.8% as compared with (37.8)%25.4% for the same period in 2025. Our effective tax rate for the three months ended MarchJune 31,30, 2026 included income tax benefits primarily due to the vesting of share-based payment awards, offset, in part, by the effects of a higher state income tax rate, whereas for the three months ended MarchJune 31,30, 2025, our effective tax rate included an income tax benefit primarily due to the reversal of uncertain tax position liabilities related to a state audit, offset, in part, by pre-tax income.

Net income attributable to non-controlling interests. Net income attributable to non-controlling interests was $9$16 million for the three months ended MarchJune 31,30, 2026, as compared with $2$4 million for the same period in 2025. The increase was primarily attributable to the increase in activity of certain entities within the Pipeline Infrastructure segment with minority interest holders.

Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025

(ba) Represents intersegment eliminations and adjustments related to transactions entered into in the normal course of business.

Revenue. The increase in revenue was driven primarily by organic growth resulting from higher levels of wireless and wireline project activity.activity and, to a lesser extent, by higher install-to-the-home project volumes. These increases were offset, in part, by a decrease in wireless project activity due, in part, to customer project timing.

EBITDA. As a percentage of revenue, EBITDA decreased by approximately 100170 basis points, or $8$15 million, primarily due to coststhe toeffects exitof certain marketsproject inclose-outs ourand install-to-the-homeproject business.execution mix associated with higher levels of wireline project activity. Higher levels of revenue resulted in an increase in EBITDA of approximately $8$5 million.

EBITDA. As a percentage of revenue, EBITDA increased by approximately 50 basis points, or $6$9 million, due to a combination of project mix, improved productivity and efficiencies, primarily from certain renewableinfrastructure andwork, generalincluding buildingcontributions projectfrom work.certain acquired entities. Higher levels of revenue resulted in an increase in EBITDA of approximately $26$36 million.

Revenue. The increase in revenue was due primarily to higher levels of project activity, including timing-related increases in transmission and distribution-related project work, offset,as inwell part,as byhigh alevels decreaseof incertain substation-relateddata-center related project activity.work.