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

•Our business and operating results are subject to physical risks associated with climatechanges change.in climate.

•Increasing scrutinyScrutiny and expectations with respect to corporate sustainability practices may impose additional costs on us or expose us to reputational or other risks.

Our business is dependent in part upon projects that can be cyclical in nature and are subject to risks of delay or cancellation. The timing of or failure to obtain contracts, delays in awards of, start dates for or completion of projects and the cancellations of projects can result in significant periodic fluctuations in our business, financial condition, results of operations and cash flows. Many of our projects involve challengingcomplex design, engineering, financing, permitting, right of way acquisition, procurement and construction phases that occur over extended time periods, sometimes several years, and we have encountered and may in the future encounter project delays, additional costs or project performance issues as a result of, among other things:

•protests and other public activism, legal challenges or other political activity or opposition to aour projectoperations or projects or those of our joint ventures;

We also generate a significant portion of our revenues under fixed price contracts, including contracts for large projects and/or projects where we provide EPC services (e.g., large electric transmission and substation projectsprojects, and renewablepower generation projects, data center facility projects). We have strategically expanded these service offerings in recent years, including with respect to renewablepower energygeneration projects, and the size and scope of these projects continues to increase. The contracts for these projects often involve complex pricing, scope of services and other bid preparation components that require challenging estimates and assumptions on the part of our personnel, which increases the risk that costs incurred on such projects can vary, sometimes substantially, from our original estimates.

In particular, locations throughout our primary operating regions, including but not limited to, the United States, Canada and Australia, have recently experienced and are increasingly impacted by wildfires, including locations that have not historically experienced wildfire events but that are becoming more susceptible to wildfire events due to changes in climate. Our customers operate electrical power, natural gas, communications and other infrastructure assets in these areas, which in turn has exposed us and other contractors to increased risk of liability in connection with our operations, as these wildfire events can be started by electrical power and other infrastructure on which we have performed services, including inspection, consulting, construction, upgrade, repair and maintenance and other services. For example, certain of our customers have been determined to be or are potentially responsible for certain catastrophic wildfire events in the western United States due to failure of their infrastructure, and certain of these wildfire events remain under investigation. AsFrom described further in Legal Proceedings - Silverado Wildfire Matter within Note 16 of the Notestime to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data in Part II of this Annual Report, twotime, Quanta operating companies have received tenders of defense anddefense, demands for preservation of documents and indemnity inand connectionsubpoenas withduring the course of investigations and reviews of wildfire events, which can often extend over a wildfireprolonged event,period of time, and additional claims or legal proceedings involving Quanta and its operating companies related to wildfire events may be brought in the future.

We also often perform services in locations that are densely populated and that have higher value property and assets, such as California and metropolitan areas, which can increase the impact of any of these hazards or other accidents. For example, one of our larger operating companies specializes in underground gas and electric distribution and transmission services and operates in metropolitan areas throughout the northeastern United States, including New York City, New York. Additionally, we operate a significant number of helicopters in the performance of our services, including the transportation of line workers, the setting of poles, the stringing of wires and wildfire control and prevention, among other activities, including in locations that have a higher risk of wildfires and in densely populated areas. Our operation of helicopters is subject to various risks, such as crashes, collisions, fires, adverse weather conditions or mechanical failures. We also perform site-work services and railroad construction services, as well as services on natural gas systems, pipelines, refineries, petrochemical plants and other infrastructure assets, and failure of or accidents with respect to work we perform on any of these types of assets could result in significant claims or liabilities. Additionally,We wealso manufacture certain products, including power transformers and mobile energy storage systems, and a failure of one of our products could also lead to similar operational hazards (e.g., explosions or mechanical failures).

Events arising from operational hazards and accidents have resulted in significant liabilities to us in the past and may expose us to significant claims and liabilities in the future. These claims and liabilities can arise through indemnification obligations to customers, our negligence, negligence by our subcontractors or otherwise, and such claims and liabilities can arise even if our operations are not the cause of the harm. Our exposure to liability can also extend for years after we complete our services, and potential claims and liabilities arising from significant accidents and events can take years and significant legal costs to resolve.

Potential liabilities include, among other things, claims associated with personal injury, including severe injury or loss of life, and destruction of or significant damage to property and equipment (with respect to both our customers and other third parties), as well as harm to the environment, and other claims discussed above and can lead to suspension of operations, adverse effects to our safety record and reputation and/or material liabilities and legal costs. In addition, if any of these events or losses related thereto are alleged or found to be the result of our or our customer’s activities or services, we could be subject to government enforcement actions, regulatorycivil or criminal penalties, civil litigation and governmental actions, including investigations, citations, fines and suspension of operations. Insurance coverage may not be available to us or may be insufficient to cover the cost of any of these liabilities and legal costs, and our insurance costs may increase if we incur liabilities associated with operational hazards. If we are not fully insured or indemnified against such liabilities and legal costs or a counterparty fails to meet its indemnification obligations to us, it could materially and adversely affect our business, financial condition, results of operations and cash flows. Further, to the extent our reputation or safety record is adversely affected, demand for our services could decline or we may not be able to bid for certain work.

As part of our overall risk management strategy, we self-insure, or insure through our wholly-owned captive insurance company, a significant portion of our claims exposure, including all amounts up to the applicable deductible of our third-party insurance programs and certain additional amounts related to the general and auto liability programs. We are also responsible for our legal expenses relating to such claims, which can be significant both on an aggregate and individual claim basis. As a supplement to our self-insurance program, we maintain insurance with excess insurance carriers for potential losses, which exceed the amounts we self-insure or insure through our wholly-owned captive insurance company, arising out of our business and operations, and such insurance is subject to high deductibles. We renew our third-party insurance policies on an annual basis, and therefore deductibles and levels of coverage offered may change in future periods, and there is no assurance that any of our coverages will be renewed at their current levels or at all or that any future coverage will be available at reasonable and competitive rates. In connection with such renewals, we evaluate the level of insurance coverage and adjust insurance levels based on risk tolerance, risk volatility, and premium expense. Our insurance coverages may not be sufficient or effective under all circumstances or against all claims and liabilities asserted against us, and if we are not fully insured against such claims and liabilities, our business, financial condition. results of operations and cash flows could be materially and adversely affected. For example, due to the increased occurrence and future risk of wildfires, as described above, insurers have reduced coverage availability and increased the cost of insurance coverage for such events in recent years. As a result, Quanta’s current level of insurance coverage for wildfire events may not be sufficient to cover potential losses in connection with these events. For more information see Risk Management and Insurance in Item 1. Business in Part I of this Annual Report Further, there has been a wave of blockbuster, or so-called “nuclear” verdicts resulting from liabilities arising out of vehicle and other accidents in recent years. Given this current claims environment, the amount of coverage available from excess insurance carriers is decreasing, and the premiums for this excess coverage are increasing significantly. For the foregoing reasons, our insurance and claims expenses may increase, or we could increase our self-insured retention as policies are renewed or replaced. In addition, we may assume additional risk within our captive insurance company that we may or may not reinsure.

Our business and operating results are subject to physical risks associated with climatechanges change.in climate.

Changes in climate have caused, and are expected to continue to cause, among other things, increasing mean annual temperatures, rising sea levels and changes to meteorological and hydrological patterns, as well as impacts to the frequency and intensity of wildfires, hurricanes, floods, droughts, extreme heat, other storms and severe weather-related events and natural disasters. These changes have and couldmay continuein tothe significantlyfuture impact our future operating results and may have a long-term impact on our business, results of operation, financial condition and cash flows. While we seek to mitigate ourthese risks associated with climate change,risks, we recognize that therecertain risks are inherent climate-related risks regardless ofgiven how and where we conduct our operations. For example, catastrophic natural disasters can negatively impact projects we are working on, our facilities and other physical locations, portions of our equipment, or the locations and service regions of our customers. Accordingly, a natural disaster has the potential to disrupt our and our customers’ businesses and may cause us to experience work stoppages, project delays, financial losses and additional costs to resume operations, including increased insurance costs or loss of coverage, legal liability and reputational losses, and we expect that increasing physical climate-related impacts may result in further changes to the cost or availability of insurance in the future.

Physical risks associated with changes in climate change have also increased hazards associated with certain of our operations, which in turn has increased the potential for liability and increased the costs associated with such operations. For example, as discussed above, severe drought and high wind speeds have significantly increased the risk of wildfires throughout the areas where we operate, which in turn has exposed us and other contractors to increased risk of liability in connection with our operations in those locations, as these events can be started by electrical power and other infrastructure on which we have performed services. Given the potentially significant liabilities associated with these events, to the extent we are deemed liable for a wildfire event, it could have a material adverse impact on our business, financial condition, results of operations and cash flows. Furthermore, these climate conditions have also resulted in increased costs for wildfire-related third-party insurance and reduced the amount insurance carriers are willing to make available to us under such policies.

Our ability to efficiently manage our business and achieve our strategic initiatives is limited by our ability to employ, train and retain the necessary skilled personnel, which is subject to a number of risks. The demand for labor resources has continued to increase in response to the increasing duration and complexity of customer capital budgets, the commencement of new, large-scale infrastructure projects, increased demand for infrastructure improvements and reliability and increased pressure to reduce costs. The pool of skilled workers in certain of our industries has also been reduced, and may be further reduced, due primarily to an aging utility workforce and longer-term labor availability issues, including with respect to experienced program managers and qualified journeyman linemen available for our Electric Power segment and experienced supervisors and foremen for our Underground and Infrastructure segment. The cyclical nature of certain of the industries in which we operate can also create shortages of qualified labor during periods of high demand and production, and the amount of travel required for project management-level positions can impact the number of potential candidates that decide to enter our industries. A shortage in the supply of personnel creates competitive hiring markets that may result in increased labor expenses, and we have incurred, and expect to continue to incur, significant education and training expenses in order to recruit and train employees. The uncertainty of contract award timing and project delays can also present difficulties in managing our workforce size. Additionally, we may not be able to attract and retain the necessary skilled personnel for our expanding product and service offerings. Our inability to efficiently manage our workforce may require us to incur costs resulting from excess staff, reductions in staff, or redundancies that could have a material adverse impact on our business, financial condition, results of operations and cash flows.

Additionally, the recent inflationary pressure in the United States and our other markets has increased our labor costs. Under certain of our contracts, labor costs are passed through to customers, and the portion of our workforce that is represented by labor unions typically operates under multi-year collective bargaining agreements that provide some visibility into future labor costs. However, the costs related to a significant amount of our workforce are subject to market conditions, and therefore inflationary pressure could increase our labor costs with respect to those employees. Increased labor costs can also impact our customers’ decision-making with respect to viability or timing of certain projects, which could result in project delays or cancellations and in turn have a material adverse effect on our business, financial condition, results of operations or cash flows.

We have in the past been, and may in the future be, named as a defendant in lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. These actions seek, among other things, compensation for alleged personal injury (including claims for loss of life), workers’ compensation, employment discrimination, sexual harassment, workplace misconduct, wage and hour claims and other employment-related damages, compensation for breach of contract, negligence or gross negligence or property damage, environmental liabilities, multiemployer pension plan withdrawal liabilities, punitive damages, consequential damages, and civil penalties or other losses or injunctive or declaratory relief, as well as interest and attorneys’ fees associated with such claims. Furthermore, given ourthe recentgrowth growth,that we have experienced, we have become a more attractive target for lawsuits by various third parties.

Furthermore, our business involves professional judgments regarding the planning, design, development, construction, operations and management of electric power, renewablepower generation, communications, underground utilityutility, pipeline and pipelineother infrastructure. Because our projects are often technically complex, our failure to make judgments and recommendations in accordance with applicable professional standards, including engineering standards, could result in damages. A significantly adverse or catastrophic event at a project site or completed project resulting from the services we performed could result in significant professional or product liability, personal injury (including claims for loss of life) or property damage claims or other claims against us, as well as reputational harm. These liabilities could exceed our insurance limits or impact our ability to obtain third-party insurance in the future, and customers, subcontractors or suppliers who have agreed to indemnify us against any such liabilities or losses might refuse or be unable to pay us. As a result, warranty, engineering and other related claims could have a material adverse impact on our business, financial condition, results of operations and cash flows.

We rely on information technology systems to manage our operations and other business processes and to protect sensitive company information. We also collect and retain information about our customers, stockholders, vendors, employees, contractors, business partners and other parties, all of whom expect that we will adequately protect such information. We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our information technology systems and confidential information as well as the systems and information of key third parties and information technology vendors upon whom we rely. Certain of our vendors have experienced cyber-attacks that exploited vulnerabilities in their systems and have resulted in disruptions to their systems. While these events have not resulted in any known material impacts to our systems, we expect such attacks will continue in the future. Furthermore, the energy infrastructure systems and facilities on which we work are strategic targets that are at greater risk of cyber-attacks or acts of terrorism than other targets. Additionally, an intrusion into the information systems of a business we acquire may also ultimately compromise our systems. Our operations are decentralized with operating companies maintaining some of their own information systems, data and service providers.providers, Whileincluding some of their own security controls and processes. There can be no assurance that our cybersecurity risk management program and processes, including policies, controls and procedures, are designed to coverapply to our operating companies, there can be no assurance that thesecompanies will be fully implemented, complied with or effective in protecting all information systems and operations.

While we haveOur security measures and technology in place to protect our and our clients’ confidential or proprietary company information,information may not be successful, and there can be no assurance that our efforts will prevent all threats to our systems and information. Moreover, we have acquired and continue to acquire companies with cybersecurity vulnerabilities and/or unsophisticated security measures, which exposes us to significant cybersecurity, operational, and financial risks until they are fully integrated into our information systems. Additionally, the increased use of remote working arrangements by employees, vendors, and other third parties has increased the exposure to possible attacks, thereby increasing the risk of a data security compromise.

We have experienced and addressed cyber-attacks, breaches and disruptions of our information systems, and systems of key third parties and information technology vendors that we rely upon, in the past, and we expect such events to continue to arise in the future. While to date we have not experienced any material impact as a result of these events, the ultimate impact of future and similar events remains unknown, and we expect additional vulnerabilities to arise. Cyber-attacks can result in compromises of our payment systems, monetary losses, inability to access or operate our systems (e.g., ransomware), delays in processing transactions or reporting financial results, the disclosure or misappropriation of confidential, personal or proprietary company information (including for the purpose of transacting in our stock), or the release of customer, stockholder, vendor or employee information. An attack could also cause material service disruptions to our internal systems or,or to our operating companies’ systems, or in extreme circumstances, infiltration into, damage to or loss of control of our customers’ energy infrastructure systems. Any such breach or disruption could subject us to material liabilities, cause damage to our reputation or customer relationships, or result in regulatory investigations or other actions by governmental authorities,authorities as well as litigation, which could have a material adverse impact on our business, financial condition, results of operations and cash flows. Furthermore, we may incur additionalsubstantial costs related to the investigation and reporting of any such breach or disruption. Additionally, because the techniques used to obtain unauthorized access or sabotage information technology systems change frequently and are generally not identifiable until they are launched against a target, we are unable to anticipate all attacker techniques or to implement comprehensive preventative measures, particularly because threat actors are increasingly using tools, including artificial intelligence, that are designed to circumvent controls and evade detection. As a result, we may be required to expend significant resources to protect against the threat of system disruptions and security breaches or to alleviate problems caused by these disruptions and breaches.

In addition, as a contractor supporting government agencies with respect to certain projects, including the Department of Defense (DoD), we must adhere to regulatory cyber compliance requirements outlined in the Federal Acquisition Regulations (FAR), the Defense Federal Acquisition Regulation Supplement (DFARS), and other federal mandates with respect to these projects. The DoD ishas also finalized the Cybersecurity Maturity Model Certification (CMMC) process and commenced in late 2025 the process of implementing obligations relating to the Cyber Security Material Model Certificate (CMMC) into its contracts. The DoD expects that new contracts will be required to comply with theincorporating CMMC byassessments 2026.in Inapplicable addition,procurements. any obligationsObligations that may be imposed on us under the CMMC may be different from or in addition to those otherwise required by applicable laws and regulations, which may cause additional expense for compliance. Failure to meet these various requirements, whether mandated by regulation or contract, could cause material harm to our business, financial condition and reputation.

•failure to successfully perform, or negative publicity related to, a high-profile project, including, among others, our joint venture in LUMA and large-scale infrastructure projects designed to support the energy transition (i.e., large electric transmission projects, renewable and renewableother generation projects) and technological advancements (e.g., data center and manufacturing facilities);

•actual or potential involvement in a catastrophic fire, explosion, aviation incident, mechanical failure of infrastructure or similar event; or

Additionally, we also generally require that key management and former principals of the businesses we acquire agree to non-compete covenants in the purchase agreement or, as applicable, employment agreements. Enforceability of these non-competition agreements varies by jurisdiction and typically is dependent upon specific facts and circumstances, making it difficult to predict their enforceability. Additionally,Therefore, if a member of the FTCkey hasmanagement adopted new rules to, among other things, prohibit and make unenforceable any post-employment non-compete arrangement that restricts an employee or individual independent contractor, unless such arrangement was entered into in connection with an acquisition and meets certain conditions. While these rules have been challenged judicially and their implementation has been stayed, ifof the rulesbusiness arewe ultimatelyacquire upheld,is terminated, we might be subject to increased competition if the restrictive covenants entered into by keysuch management personnel of acquired businessesperson are not enforceable or have expired, which could materially and adversely affect our business, financial condition, results of operations and cash flows.

We depend on the continued efforts of our executive officers, senior corporate management, regional leadership and management of our operating companies, which includes leadership and key personnel of the businesses we acquire. Although we typically enter into employment agreements with our executive officers and other key employees for initial terms of one year and subsequent renewal options, we cannot be certain that any individual will continue in such capacity for any particular period of time. We also depend on our ability to attract key operational and professional personnel as we grow our business and in order to establish and maintain an effective succession planning process. A shortage of these employees for various reasons, including intense competition for skilled employees, labor shortages, increased labor costs and the preference of some candidates to work remotely, could jeopardize our ability to successfully manage our decentralized operations or our ability to grow and expand our business. As a result, the loss of key personnel, as well as our inability to attract, develop and retain qualified employees that can succeed these key personnel, could negatively impact our ability to manage our business. Additionally, if the FTC rules regarding non-compete covenants discussed above are upheld and ultimately implemented, Quanta could be required to individually rescind any post-termination non-compete clauses in its employment and other service agreements with key management, other employees and individual independent contractors, which would increase the risk that key individuals, upon departure from Quanta, would compete with us despite any severance or other consideration paid or owed to any such individual.

We have entered into strategic relationships, joint ventures and other investment arrangements with various partners, including customers and infrastructure investors, through which we have invested in infrastructure assets and businesses, and we expect this activity to continue in the future. Certain of these investments are described further in Note 8 of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data in Part II of this Annual Report. These types of investments expose us to increased risks, including poor performance by the infrastructure projects or businesses in which we have invested due to, among other things, difficult market or economic conditions or slowdowns (which may occur across one or more industries, sectors or geographies), changes to the supply or demand and fluctuations in the price of commodities, or fluctuations in the market price of the equity securities we hold in a company. That negative performance could result in lower investment returns, a decline in value or total loss of our investments or the possible sale of our investments at values below our initial projections, including at a loss, all of which could adversely affect our business, financial condition, results of operations and cash flows. For example, during 2022, we recorded a $91.5 million impairment in connection with our investment in Starry Group Holdings, Inc. Furthermore, our investments are often illiquid, as they are typically investments in private companies and/or subject to contractual restrictions that impose restrictions or lock-up periods affecting our ability to sell our interest, and as a result, we may not be able to exit an investment that is performing poorly, declining in value or resulting in reputational harm. Quanta may also be exposed to reputational harm based on poor or incomplete performance of our investments or an investment fund in which we participate, or based on the actions or conduct of the entities in which we are invested or our partners in such investments, all of which may be outside of our control. Any such reputational harm could adversely affect our ability to secure certain future projects or participate in future investment opportunities. Further, our relationship with a customer or investor that partners with us in a poorly performing investment could become impaired, which may negatively impact our ability to continue providing services to that customer.

There are numerous other risks associated with operating in international markets and U.S. territories, including, but not limited to, changes in applicable regulatory requirements; political, economic and social instability; expropriation or nationalization of our assets and operations; unfamiliar legal systems or business and labor practices; and complex U.S. and foreign tax regulations and other laws and international treaties. For example, our joint venture, LUMA, is exposed to various risks operating in Puerto Rico. Furthermore, we have incurred, and may incur in the future, significant costs or liabilities associated with an unsuccessful attempt to enter a new market and we have entered, and may in the future enter, a new market that ultimately proves to be unprofitable or has an otherwise adverse effect on our business. We may also incur significant costs and liabilities associated with winding down or exiting an existing market. These risks could restrict our ability to provide services to customers, operate our business in these locations profitably or fund our strategic objectives, which could negatively impact our overall business, financial condition, results of operations and cash flows.

Additionally, successful completion of our contracts can depend on whether our subcontractors successfully fulfill their contractual obligations. If our subcontractors fail to perform their contractual obligations, fail to meet the expected completion dates or quality or safety standards or fail to comply with applicable laws, such shortcomings may subject us to claims or liabilities, including from customers and third parties, or we may be required to incur additional costs or provide additional services to mitigate such shortcomings. As a result, regulatory or other requirements that require us to outsource a percentage of services to subcontractors, whether they are businesses meeting diversity-ownership requirements or otherwise, also limit our ability to self-perform our services, thereby potentially increasing performance risk associated with our services. Furthermore, services subcontracted to other service providers generally yield lower margins, and therefore these regulatory requirements can impact our profitability and results of operations.

Pursuant to certain contracts, including fixed price and EPC contracts where we have assumed responsibility for procuring materials for a project, we aremay be exposed to availability issues and price increases for materials that are utilized in connection with our operations, including, among other things, copper, steel, aluminum, specialized project components (e.g., transformers, solar panelspanels, breakers, turbines, batteries) and raw materials utilized for certain of our product solutions. In addition, the timing of our customers’ ongoing projects, as well as their capital budgets and decision-making with respect to the timing of the future projects, can be negatively impacted by a lack of availability or an increase in prices of these materials. Prices and availability could be materially impacted by, among other things, supply chain and other logistical challenges (including inability of manufacturers to timely meet demand), global trade relationships (e.g., tariffs, duties, taxes, assessments, sourcing restrictions) and other general market and geopolitical conditions (e.g., inflation, market volatility, increased interest rates and geopolitical conflicts). The lack of availability of necessary materials could result in project delays, some of which could be attributable to us, and an increase in prices of materials could reduce our profitability on projects or negatively impact our customers, which could have an adverse effect on demand for our services or our business, financial condition, results of operations and cash flows. For example, in the past sourcing restrictions on critical components for our customers’ projects (e.g., solar panels) have resulted in supply chain and logistical challenges, which negatively impacted certain of our services. We may continue to be impacted by sourcing restrictions, including, but not limited to, taxes.taxes, tariffs and duties, which may negatively impact project timing within certain of our markets in the future. Additionally, the availability of power transformers utilized in electric power projects has been negatively impacted by the inability of manufacturers to meet current market demand, which has increased, and is expected to continue to increase.

We are also exposed to increases in energy prices, particularly fuel prices for our large fleet of vehicles, which have fluctuated significantly since 2020 and could increase over the longer term due to market conditions or future regulatory, legislative and policy changes. Furthermore, some of our fixed price contracts do not allow us to adjust our prices and certain of our other contracts, such as some long-term MSAs, allow for price adjustments within a certain range that may be insufficient for us to recover the full amount associated with increased fuel costs. As a result, increases in fuel costs could reduce our profitability with respect to such projects. Our ability to utilize certain existing vehicles within our fleet may also be limited by new emissions or other regulations, and, due to lack of production or availability, we may not be able to procure a sufficient number of vehicles meeting any such regulations. To the extent we are unable to utilize a significant portion of our existing fleet, we may be unable to perform services, which could have an adverse effect on our future financial condition, results of operations and cash flows. Additionally, to the extent we are required to transition our fleet to alternative sources of power, including EVs, and the availability of such vehicles is limited or fluctuates, we may be unable to efficiently plan for such transition, which could result in, among other things, the retirement of certain vehicles prior to the end of their useful life. The broader and longer-term implications of these challenges, which could accelerate,challenges remain highly uncertain and variable and could negatively impact our overall business, financial condition, results of operations and cash flows.

Increasing scrutinyScrutiny and changing expectations from various stakeholders with respect to corporate sustainability practices may impose additional costs on us or expose us to reputational or other risks.

Investors,Certain investors, customers and other stakeholders have focused increasingly on sustainability practices of companies, including, among other things, practices with respect to human capital resources, emissions and environmental impact and political spending. Expectations and requirements of our investors, customers and other third parties evolve rapidly and are largely out of our control, and our initiatives and disclosures in response to such expectations and requirements may result in increased costs (including but not limited to increased costs related to compliance, stakeholder engagement, contracting and insurance), changes in demand for certain services, enhanced compliance or disclosure obligations, or other adverse impacts to our business, financial condition, or results of operations. While we have programs and initiatives in place related to our sustainability practices, investors may decide to reallocate capital or to not commit capital as a result of their assessment of our practices. In addition, our customers may require that we implement certain additional procedures or standards in order to continue to do business with us. A failure to comply with investor, customer and other stakeholder expectations and standards, which are evolving and can conflict, or if we are perceived not to have responded appropriately to their growing concerns around sustainability issues, regardless of whether there is a legal requirement to do so, could also cause reputational harm to our business and could have a material adverse effect on us. ForMoreover, example,while ifwe amay portioncreate ofand ourpublish operationsvoluntary aredisclosures perceived to result in high greenhouse gas emissions, our reputation could suffer. In addition, organizations that provide ratings information to investors onregarding sustainability matters mayfrom assign unfavorable ratingstime to Quantatime, many of the statements in those voluntary disclosures are based on hypothetical expectations and estimates and assumptions that may not be representative of current or ouractual industries,risks whichor events or forecasts of expected risks or events, including the costs associated therewith. Such expectations and assumptions are necessarily uncertain and may leadbe prone to negativeerror investoror sentimentsubject to misinterpretation given the long timelines involved and the diversionlack of investmentan established single approach to otheridentifying, measuring and reporting on many sustainability matters. Additionally, we may be subject to new rules that would require companies orto industries,provide whichsignificantly couldexpanded haveclimate-related a negative impact on our stock price and our costs of capital.disclosures.

A number of factors can also adversely affect the industries we serve, including, among other things, the economic impact of supply chain and other logistical issues, financing conditions, potential bankruptcies and global and U.S. trade relationships and other geopolitical conflicts and other events. A reduction in cash flow or the lack of availability of debt or equity financing for our customers on favorable terms could result in a reduction in our customers’ spending for our services and also impact the ability of our customers to pay amounts owed to us, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. Consolidation, competition, capital constraints or negativeNegative economic conditions in the electric power, energy or communications industries can also result in reduced spending by, or the loss of, one or more of our customers.customers, including as a result of, among other things, consolidation, competition, capital constraints, concerns regarding the affordability of electricity to end consumers or a decrease in demand for electric power required by large load facilities.

Services within our Underground and Infrastructure segment are also exposed to risks associated with the oil and gas industry. These risks, which are not subject to our control, include the volatility of commodity prices and production volumes, the development of and consumer demand for alternative energy sources, and legislative and regulatory actions, as well as public opinion, regarding the impact of fossil fuels on the climate and environment. Specifically, lower prices or production volumes, or perceived risk thereof, can result in decreased or delayed spending by our customers, including with respect to larger pipeline and industrial projects. ForIf example,our futureindustries restrictionswere imposedadversely onaffected, oilour overall financial position, results of operations and gascash production activities, including as a result of concerns about the impact of climate change,flows could havealso abe materialadversely adverseaffected effector onour thestock oilprice andcould gasbe industrynegatively as a whole.impacted.

Technological advancements, market developments and other factors may increase our costs or alter our customers’ existing operating models or the services they require, which could result in reduced demand for our services. For example, a transition to a decentralized electric power grid, which relies on more dispersed and smaller-scale renewable energy sources, could reduce the need for large infrastructure projects and significant maintenance and rehabilitation programs, thereby reducing demand for, or profitability of, our services. Additionally, if traditional utilities are unable to meet the electricity demand of certain industries, such as technology or manufacturing companies, while maintaining affordability of electric power to end consumers, it could alter existing operating models and could result in a reduction in demand for our services. Our future success will depend, in part, on our ability to anticipate and adapt to these and other potential changes in a cost-effective manner and to offer services that meet customer demands and evolving industry standards. If we fail to do so or incur significant expenditures in adapting to such change,changes and technological advancements, our businesses, financial condition, results of operations and cash flows could be materially and adversely affected.

Regulatory requirements focused on concerns about climate-change related issues, including any new or changed requirements concerning the reduction, production or consumption of fossil fuels, could negatively impact the hydrocarbon production volumes of our customers, which could in turn negatively impact demand for certain of our services. Additionally, new regulations addressing greenhouse gas emissions from mobile sources could also significantly increase costs for our large fleet of vehicles, render portions of our fleet of vehicles obsolete or reduce the availability of vehicles we need to perform our services.

With respect to certain services within our Renewable EnergyElectric segment, current and potential legislative or regulatory initiatives may not be implemented or extended or result in incremental increased demand for our services, including the IRA, the IIJA, legislation or regulation that mandates percentages of power to be generated from renewable sources, requires utilities to meet reliability standards, provides for existing or new production tax credits for renewable energy developers, or encourages installation of new electric power transmission and renewable energy generation facilities. While these actions and initiatives have positively impacted demand for our services in the past, it is not certain whether they will continue to do so in the future.

As of December 31, 2024,2025, approximately 32%36% of our employees were covered by collective bargaining agreements and the number of our employees covered by collective bargaining agreements could increase in the future for a variety of reasons, including acquisitions, unionization of a non-union operating company, project requirements (e.g., project labor agreements) and changes in law. The political and labor environment in recent years has also generally been more conducive to unionization attempts, and we have experienced an increase in unionization attempts at certain of our operating companies, some of which have been successful, and we expect such attempts to continue in the future. For a variety of reasons, our unionized workforce could adversely impact relationships with our customers and adversely affect our business, financial condition, results of operations and cash flows. Certain of our customers also require or prefer a non-union workforce, and they may reduce the amount of work assigned to us if our non-union labor crews become unionized. Additionally, although the majority of the collective bargaining agreements prohibit strikes and work stoppages, certain of our unionized employees have participated in strikes and work stoppages in the past and strikes or work stoppages could occur in the future. Our ability to complete future acquisitions also could be adversely affected because of our operating companies’ union status, including because our union agreements may be incompatible with the union agreements of a business we want to acquire or because a business we want to acquire may not want to become affiliated with our operating companies that have employees covered by collective bargaining obligations.

Our operations are subject to various environmental laws and regulations, including those dealing with the handling and disposal of waste products, PCBs, PFAS, fuel storage, batteries, water quality and air quality. These laws and regulations are complex and subject to change and in some cases, environmental laws also ascribe liability without respect to contribution to the contamination in question or the lawfulness of disposal at the time it occurred.

Most government contracts are awarded through a regulated competitive bidding process, which can often include more cumbersome compliance requirements and be more time consuming than the bidding process for non-governmental projects. This could require us to incur substantial costs, subject us to increased liability for our climate-related and other disclosures, and influence our climate and business strategy in ways other than we might prefer. Additionally, involvement with government contracts could require a significant amount of costs to be incurred before any revenues are realized. We are also subject to numerous procurement rules and other public sector regulations when we contract with certain governmental agencies, any deemed violation of which could lead to fines or penalties or a loss of business. Government agencies routinely audit and investigate government contractors and may review a contractor’s performance under its contracts, cost structure and compliance with applicable laws, regulations and standards. If a government agency determines that costs were improperly allocated to specific contracts, such costs will not be reimbursed or a refund of previously reimbursed costs may be required. If a government agency alleges or proves improper activity, civil and criminal penalties could be imposed and serious reputational harm could result. Many government contracts must be appropriated each year, and without re-appropriation we would not realize all of the potential revenues from any awarded contracts. Furthermore, certain of our federal government contracts require us to have security clearances, which can be difficult and time consuming to obtain. If our employees or our facilities are unable to obtain or retain the necessary security clearances, our clients could terminate or not renew existing contracts or award us new contracts. Additionally, U.S. government shutdowns or any related under-staffing of the government departments or agencies that interact with our business could result in program cancellations, disruptions and/or stop work orders, could limit the government’s ability to effectively progress programs and make timely payments, and could limit our ability to perform on our existing U.S. government contracts and successfully compete for new work.

We employ a significant number of employees, and while we utilize processes to assist in verifying the employment eligibility of our employees so that we maintain compliance with applicable laws, it is possible some of our employees may be unauthorized workers. In addition, we utilize certain non-immigrant visas to allow us to temporarily transfer certain of our foreign employees to the United States, and we utilize foreign immigration laws to allow certain of our employees to temporarily transfer to foreign countries. The employment of unauthorized workers or failure to comply with the requirements of these non-immigrant visas could subject us to fines, penalties and other costs, as well as result in adverse publicity that negatively impacts our reputation and brand and may make it more difficult to hire and retain qualified employees. Furthermore, to the extent we are subject to penalties or delays that prevent the future transfer of our foreign employees to the United States, we may incur additional costs to hire and train new employees. Immigration laws have also been an area of considerable political focus in recent years, and, from time-to-time, the U.S. government considers or implements changes to federal immigration laws, regulations or enforcement programs. Changes in immigration or work authorization laws may increase our obligations for compliance and oversight, which could subject us to additional costs and potential liability and make our hiring and employee transfer processes more cumbersome, or reduce the availability of potential employees.

Borrowings under our senior credit facility and commercial paper facility are at variable rates of interest and expose us to interest rate risk. Interest rates increased significantly during 2022 and 2023, and remained elevated in 2024.2024 and most of 2025. As a result, our debt service obligations on the variable rate indebtedness have increased and may continue to increase even if the amount we borrow remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, would correspondingly decrease. See Note 10 of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data in Part II and Interest Rate Risk in Item 7A. Quantitative and Qualitative Disclosures About Market Risk of this Annual Report for further information about our debt subject to variable interest rates.

Our 20242025 results reflect increased demand for our services, as consolidated revenues and operating income increased as compared to 2023,2024, primarily due towith increased revenues and operating income forin both our RenewableElectric Energyand Underground and Infrastructure Solutions (Renewable Energy) and Electric Power Infrastructure Solutions (Electric Power) segments.

With respect to our Electric Power segment, utilities are continuing to invest significant capital in their electric power delivery systems through multi-year grid modernization and reliability programs, as well as system upgrades and hardening programs in response to recurring severe weather events. We have also experienced high demand for new and expanded transmission, substation and distribution infrastructure needed to reliably transport power. In particular, we continue to experience strong demand from our utility customers, which we believe is driven by increasing demand for electricity associated with, among other things, data centers and other technology-related dynamics, domestic manufacturing reshoring initiatives and overall electrification trends. Our acquisition of Cupertino Electric, Inc. (CEI) during 2024 also resulted in increased servicesdemand for our critical path electrical design and installation solutions from the technology and data center industry.industry, as well as our utility scale solar and battery storage solutions. The cost-effectiveness of solar, wind energy and battery storage, combined with a meaningful increase in current and forecasted electricity demand is continuing to drive demand for renewable generation and related infrastructure (e.g., high-voltage electric transmission and substation infrastructure and battery storage), as well as interconnection services necessary to connect and transmit renewable-generated electricity to existing electric power delivery systems. Despite these positive longer-term trends, in the past, supply chain challenges, policy and regulatory uncertainty and other factors have resulted in project delays and increased project costs and could negatively impact future periods.

With respect to our Underground Utility and Infrastructure Solutions (Underground and Infrastructure) segment, during 2024, operating income margin was negatively impacted by cost absorption pressures across our gas operations in the United States due to reduced demand and project delays for our industrial operations along the U.S. Gulf Coast due to Hurricanes Beryl and Francine. Wewe continue to believe the market for our industrial solutions and gas utility and pipeline integrity services remains solid given the recurring critical-path maintenance requirements and regulated spend dedicated to modernizing systems, reducing methane emissions, ensuring environmental compliance and improving safety and reliability. However, revenues associated with large pipeline projects decreasedhave fluctuated in 2024recent as compared to 2023 and 2022,years, and we anticipate that revenues associated with these projects will continue to fluctuate. Our acquisition of Dynamic Systems (DSI), LLC (Dynamic Systems) during 2025 expanded our capabilities and solutions related to turnkey mechanical, plumbing and process infrastructure solutions. We see strong demand for these services by data center, manufacturing, semiconductor and other large load facilities and believe there are also opportunities to provide these services to other core end markets.

During 2024,2025, increased revenues and operating income contributed to $2.08$2.23 billion of net cash provided by operating activities, awhich 32.1%was an 7.1% increase compared to 2023,2024. whichThis cash provided by operating activities, along with borrowings under our credit facility and commercial paper program and issuance of senior notes described below, allowed us to execute our business plan, including the strategic acquisitionacquisitions of certain businesses,businesses and investments in unconsolidated affiliates, for which we utilized $1.75$3.30 billion of cash,cash; netrepurchases of cash$134.6 acquired,million of common stock, and the paymentpayments of $54.2$60.4 million in dividends associated with our common stock. Additionally, as of December 31, 2024,2025, available commitments under our senior credit facility, combined with our cash and cash equivalents, totaled $3.35$2.86 billion.

Additionally,In August 2025, we enteredissued into$1.50 certain debt financing arrangements in connection with our acquisition of CEI, and on October 1, 2024, we repaid the $500.0 millionbillion aggregate principal amount of our 0.95% senior notes,notes whichand werereceived issuednet inproceeds 2021.of These$1.48 billion, net of the original issue discount, underwriting discounts and deferred financing costs, and used the proceeds to repay certain outstanding borrowings. Our debt financing arrangements are more fully described in Note 10 of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data in Part II of this Annual Report.

Seasonality. Typically, our revenues are lowest in the first quarter of the year because cold, snowy or wet conditions can create challenging working environments that are more costly for our customers or cause delays on projects. In addition, infrastructure projects often do not begin in a meaningful way until our customers finalize their capital budgets, which typically occurs during the first quarter. Second quarter revenues are typically higher than those in the first quarter, as some projects begin, but continued cold and wet weather can often impact productivity. Third quarter and fourth quarter revenues are typically the highest of the year, as a greater number of projects are underway and operating conditions, including weather, are normally more accommodating. During the fourth quarter, projects are often completed and customers often seek to spend their capital budgets before year end. However, the holiday season and inclement weather can sometimes cause delays during the fourth quarter, reducing revenues and increasing costs. These seasonal impacts are typical for our U.S. operations, but seasonality for our international operations may differ. For example, revenues for certain projects in Canada are typically higher in the first quarter because projects are often accelerated in order to complete work while the ground is frozen and prior to the break up, or seasonal thaw, as productivity is adversely affected by wet ground conditions during warmer months.

Demand for services. We perform the majoritySome of our services are provided under existing contracts, including MSAs and similar agreementsagreements, pursuant to which our customers are not committed to specific volumes of our services. Therefore our volume of business can be positively or negatively affected by fluctuations in the amount of work our customers assign us in a given period, which may vary by geographic region. Examples of items that may cause demand for our services to fluctuate materially from quarter to quarter include: the financial condition of our customers, their capital spending and their access to and cost of capital; acceleration of any projects or programs by customers (e.g., modernization or hardening programs); economic and political conditions on a regional, national or global scale, including availability of renewable energy tax credits; interest rates; governmental regulations affecting the sourcing and costs of materials and equipment; other changes in U.S. and global trade relationships (e.g., tariffs, taxes); and project deferrals and cancellations.

Revenue mix and impact on margins. The mix of revenues based on the types of services we provide in a given period will impact margins, as certain industries and services provide higher-margin opportunities. Our larger or more complex projects typically include, among others, transmission projects with higher voltage capacities; pipeline projects with larger-diameter throughput capacities; large-scale renewablepower generation projects; complex data center projects; and projects with increased engineering, design or construction complexities, more difficult terrain or geographical requirements, or longer distance requirements. These projects typically yield opportunities for higher margins than our recurring services under MSAs described above, as we assume a greater degree of performance risk and there is greater utilization of our resources for longer construction timeframes. However, larger projects are subject to additional risk of regulatory delay and cyclicality. Project schedules also fluctuate, particularly in connection with larger, more complex or longer-term projects, which can affect the amount of work performed in a given period. Furthermore, smaller or less complex projects typically have a greater number of companies competing for them, and competitors at times may more aggressively pursue available work. A greater percentage of smaller scale or less complex work also could negatively impact margins due to the inefficiency of transitioning between a greater number of smaller projects versus continuous production on fewer larger projects. As a result, at times we may choose to maintain a portion of our workforce and equipment in an underutilized capacity to ensure we are strategically positioned to deliver on larger projects when they move forward.

Revenues. Revenues increased due to a $1.68 billion increase in revenues from our Renewable Energy segment and a $1.47$3.99 billion increase in revenues from our Electric Powersegment segment,and partiallyan offset by a $354.6$817.8 million decreaseincrease in revenues from our Underground and Infrastructure segment. See Segment Results below for additional information and discussion related to segment revenues.

Selling, general and administrative expenses. The increase was primarily attributable to a $165.6$202.5 million increase related to recently acquired businesses; and a $46.0$64.1 million increase in acquisition and integration costs. Also contributing to the increase was a $30.8 million increase in compensation expense, largely associated with increased salariesincentive compensation due to increased levels of profitability. Selling, general and non-cashadministrative stockexpenses compensation expense due primarily to an increase infor the numberyear ofended employeesDecember to31, support2024 business growth; a $21.1 million increase in travel and related expenses to support business growth; andincluded $18.5 million of foreign currency translation losses in connection with our substantial liquidation from Latin American operations. The remaining increase primarily relates to growth of business.

Amortization of intangible assets. The increase was related to incremental amortization expense associated with recent acquisitions, includingprimarily the acquisitions of Dynamic Systems and CEI.

Operating income. Operating income was positively impacted by a $278.2$401.6 million increase in operating income for our Electric Power segment and a $189.9$133.2 million increase in operating income for our Renewable Energy segment, partially offset by a $112.9 million decrease in operating income for our Underground and Infrastructure segmentsegment, andpartially offset by a $136.7$269.8 million increase in corporate and non-allocated costs, which includes amortization expense. Results for each of our business segments and corporate and non-allocated costs are discussed in Segment Results below.

Otherfederal income,and net.state tax benefit from vesting of equity incentive awards. This increase in rate was partially offset by $12.0 million decrease in accruals for changes in uncertain tax positions compared to 2024. The increase was primarily attributable to a gaincomponents of $12.6our millionprovision resultingfor fromincome thetaxes saleare of an investmentquantified in amore non-integral unconsolidated affiliate, $5.0 million of which was attributable to a non-controlling interest, as further describeddetail in Note 812 of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data in Part II of this Annual Report.

Comprehensive income. See Statements of Comprehensive Income in Item 8. Financial Statements and Supplementary Data in Part II of this Annual Report. Comprehensive income attributable to common stock increased by $42.6$278.8 million in 20242025 as compared to 2023,2024, primarily due to a $176.6$172.9 million increase in foreign currency translation adjustments and a $114.6 million increase in net income. Additionally, comprehensive income andfor the year ended December 31, 2024 included $18.5 million of foreign currency translation losses recognized to net income in connection with our substantial liquidation from Latin American operations. These increases in comprehensive income were partially offset by a $134.7 million foreign currency translation adjustment loss and the $16.5 million increase in comprehensive income attributable to non-controlling interests described above. The predominant functional currencies for our operations outside the U.S. are Canadian and Australian dollars. Foreign currency translation adjustment lossgain in the year ended December 31, 20242025 primarily resulted from the strengtheningweakening of the U.S. dollar against both the Canadian and Australian dollars as of December 31, 20242025 when compared to December 31, 2023.2024.

Through December 31, 2024, we reported our results under three reportable segments: Electric Power, Renewable Energy and Underground and Infrastructure. Reportable segment information, including revenues and operating income by type of work, is gathered from each of our operating companies. Classification of our operating company revenues by type of work for segment reporting purposes can at times require judgment on the part of management. Integrated operations and common administrative support for operating companies require that certain allocations be made to determine segment profitability, including allocations of corporate shared and indirect operating costs, as well as general and administrative costs. Certain corporate costs are not allocated, including corporate facility costs; non-allocated corporate salaries, benefits and incentive compensation; acquisition and integration costs; non-cash stock-based compensation; amortization related to intangible assets; asset impairments related to goodwill and intangible assets; and change in fair value of contingent consideration liabilities.

The following table sets forth segment revenues, segment operating incomeincome, (loss)corporate and non-allocated costs and operating margins for the periods indicated, as well as the dollar and percentage change from the prior period (dollars in thousands), with certain of our segment results of operations recast to conform to our current segment reporting structure as described above:

Electric Power Segment Results

Revenues. The increase in revenues for the year ended December 31, 20242025 was primarily due to increased demand for generationour and transmission services for renewable generation projects,services, as well as approximately $320$1.87 millionbillion in revenues attributable to acquired businesses.

Operating Income.Revenues. The increase in operating income was primarily due to the increase in revenues duringfor the year ended December 31, 2024. The increase in operating margin2025 was primarily due to approximately $925 million in revenues attributable to improvedacquired performance on transmission and generation projects,businesses, partially offset by increasedlower costsrevenues onfrom twolarge solarpipeline projects in the United States.Canada.

Operating Income. The decrease in operating income and operating margin for the year ended December 31, 2024 was primarily due to decreased revenues and overall mix of work performed during the period, which contributed to lower levels of fixed cost absorption, and an $11.9 million loss recorded during the year ended December 31, 2024 related to the disposition of a non-core business.

The increase in corporate and non-allocated costs during the year ended December 31, 2024 was primarily due to a $93.9 million increase in intangible asset amortization expense associated with recent acquisitions, including CEI, and a $36.0 million increase in compensation expense, which was primarily attributable to increased non-cash stock compensation and salary expense in support of business growth and associated with acquisitions.

The following table reconciles total remaining performance obligations to our backlog (a non-GAAP financial measure) by reportable segment,segment along with estimates of amounts expected to be realized within 12 months (in thousands):

The increases in both remaining performance obligations and backlog from December 31, 20232024 to December 31, 20242025 were partially due to the impact of acquisitions that occurred in the year ended December 31, 2024,2025, as well as increased new project awards with existing customers.

(1) Amounts represent cash interest and other financing expenses associated primarily with our senior notes. Interest payments related to our senior credit facility and commercial paper program are not included due to their variable interest rates. With respect to this variable rate debt, assuming the principal amount outstanding and interest raterates in effect as of December 31, 20242025 remained the same, the annual cash interest expense would be approximately $42.1$46.7 million related to the term loan payable until October 8, 2026, the maturity date of the term loan, and $1.1 million related to the revolving loans payable until July 31, 2029, the maturity date of our senior credit facility.million.

(34) Amounts represent capital committed for the purchaseexpansion of equipment.certain manufacturing facilities and expansion of our equipment fleet. We expect that some of these orders related to the expansion of our equipment fleet will be assigned to third-party leasing companies and made available to us under certain of our master equipment lease agreements.agreements, thereby releasing us from our capital commitments.

(56) Amounts represent estimates of capital commitments for investments in unconsolidated affiliates, includingthe $45.0majority millionof which is related to a limited partnership interest in a fund that targets investments in certain portfolio companies that operate businesses related to the transition to a reduced-carbon economy.

During 2024,2025, we completed the acquisition of eight businesses in which a portion of the consideration, net of cash acquired, consisted of $1.75$3.05 billion in cash funded partially with a combination of cash and cash equivalents, borrowings fromunder our commercialdebt paperfinancing programarrangements and certainproceeds otherfrom financingthe transactionsissuance of senior notes. Additionally, we paid cash of $148.9 million primarily for an integral equity method investment and $103.4 million for a business accounted for as describedan inasset Financing Activities below.acquisition.

Subsequent to December 31,During 2024, we completed the acquisitionsacquisition of two businesses in which a portion of the considerationconsideration, net of cash acquired, consisted of $374.9$1.75 millionbillion in cash paidfunded on each respective acquisition date fundedpartially with a combination of cash and cash equivalents andequivalents, borrowings from our commercial paper program.program Forand additionalcertain informationother regardingfinancing ourtransactions recentas acquisitions, refer to Note 6 of the Notes to Consolidated Financial Statementsdescribed in ItemFinancing 8.Activities Financial Statements and Supplementary Data in Part II of this Annual Report.below.

OnIn July 31, 2024,2025, we amended our senior credit facility to, among other things, (i) increase the aggregate commitments for revolving loans from $2.64 billion to $2.80 billion and (ii) extendextended the maturity date for revolving loans under the credit agreement for our senior credit facility from OctoberJuly 8,31, 20262029 to July 31, 2029.2030. In August 2024,2025, we issued $1.25$1.50 billion aggregate principal amount of senior notes and received net proceeds of $1.24$1.48 billionbillion, net of the original issue discount, underwriting discounts and deferred financing costs, and used the proceeds to repay certain borrowings that were utilized to acquire CEI.Dynamic Systems. For additional information regarding the amendment to our senior credit facility and the issuance of the senior notes, see Note 10 of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data in Part II of this Annual Report.

Net cash provided by operating activities of $2.08$2.23 billion and $1.58$2.08 billion in 20242025 and 20232024 primarily reflected earnings adjusted for non-cash items and cash provided and used by the main components of working capital: “Accounts and notes receivable,” “Contract assets,” “Prepaid expenses and other current assets,” “Accounts payable and accrued expenses,” and “Contract liabilities.” Net cash provided by operating activities during the year ended December 31, 2023 was negatively impacted by incremental working capital requirements and the timing of the associated billings related to the large renewable transmission project in Canada as discussed further in Note 4 of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data in Part II of this Annual Report.

Days sales outstanding (DSO) represents the average number of days it takes revenues to be converted into cash, which management believes is an important metric for assessing liquidity. A decrease in DSO has a favorable impact on cash flow from operating activities, while an increase in DSO has a negative impact on cash flow from operating activities. DSO is calculated by using the sum of current accounts receivable, net of allowance (which includes retainage and unbilled balances), plus contract assets less contract liabilities, and divided by average revenues per day during the quarter. DSO atas of December 31, 20242025 was 5960 days, which was lowerslightly higher than DSO of 6859 days atas of December 31, 20232024 and lower than our five-year historical average DSO of 7975 days. This decrease in DSO as compared to December 31, 2023 was partially due to increased revenues, an increase in contract liabilities and a decrease in contract assets related to favorable billing terms on certain large projects. Negatively impacting DSO and cash flow from operating activities for both the years ended December 31, 20242025 and 20232024 were unapproved change orders and claims included in contract assets from the aforementioned large renewable transmission project in Canada.Canada Alsofurther negativelydescribed impactingin cashNote flow from operating activities for 2023 was our prepayment4 of amountsthe Notes to suppliersConsolidated forFinancial certainStatements projectin materialsItem that8. requireFinancial aStatements longand leadSupplementary time.Data in Part II of this Annual Report.

Net cash used in investing activities in the year ended 2024December 31, 2025 included $1.75$3.05 billion related to acquisitions, $604.1$609.2 million of capital expendituresexpenditures, and $81.9$148.9 million cash paid primarily for non-integralan integral equity method investments.investment and $103.4 million cash paid for a business accounted for as an asset acquisition. Partially offsetting these items were $77.6$51.9 million of proceeds from the sale of, and insurance settlements related to, property and equipment; $31.4 million of proceeds from the disposition of a non-core business; and $29.2 million of proceeds from the sale of a non-integral equity investment.equipment.

Net cash used in investing activities in 2023the year ended December 31, 2024 included $651.6$1.75 millionbillion related to acquisitionsacquisitions, and $434.8$604.1 million of capital expenditures.expenditures and $81.9 million cash paid primarily for non-integral equity method investments. Partially offsetting these items were $69.3$77.6 million of proceeds from the sale of, and insurance settlements related to, property and equipment; $31.4 million of proceeds from the disposition of a non-core business; and $42.3$29.2 million of proceeds from the sale of certaina non-integral equity investments.investment.

Our firstsecond quarter 2026 results reflect increased demand for our services, as consolidated revenues and operating income increased as compared to the firstsecond quarter of 2025, with increased revenues and operating income in both our Electric Infrastructure Solutions (Electric) and Underground Utility and Infrastructure Solutions (Underground and Infrastructure) segments.

With respect to our Underground and Infrastructure segment, we continue to believe the market for our industrial solutions and gas utility and pipeline integrity services remains solid given the recurring critical-path maintenance requirements and regulated spend dedicated to modernizing systems, reducing methane emissions, ensuring environmental compliance and improving safety and reliability. However, revenues associated with large pipeline projects have fluctuated in recent years, and we anticipate that revenues associated with these projects will continue to fluctuate. Our acquisition of Dynamic Systems (DSI), LLC (Dynamic Systems) during 2025 expanded our capabilities and solutions related to turnkey mechanical, plumbing and process infrastructure solutions. Additionally, acquisitions in 2025 enhanced our ability to provide heavy civil and site preparation construction services for the industrial, energy and technology and load center markets. We see strong demand for these services by data center, manufacturing, semiconductor and other large load facilities and believe there are also opportunities to provide these services to other core end markets.

During the threesix months ended MarchJune 31,30, 2026, increased revenues and operating income contributed to $391.7$1.49 millionbillion of net cash provided by operating activities, which was a 61%176% increase compared to the threesix months ended MarchJune 31,30, 2025. This cash provided by operating activities, along with borrowings under our credit facility and commercial paper program, allowed us to execute our business plan, including the strategic acquisitions of certain businesses and investments in unconsolidated affiliates, for which we utilized $956.9 million of cash, and payments of $17.2$33.7 million in dividends associated with our common stock. Additionally, as of MarchJune 31,30, 2026, available commitments under our senior credit facility, combined with our cash and cash equivalents, totaled $2.82$2.77 billion.

We expect the strong demand for our services will continue. Our remaining performance obligations and backlog were $26.24$33.55 billion and $48.47$53.44 billion as of MarchJune 31,30, 2026, representing increases of 10.4%41.2% and 10.2%21.5% relative to December 31, 2025. For a reconciliation of backlog to remaining performance obligations, the most comparable financial measure prepared in conformity with generally accepted accounting principles in the United States (GAAP), see Non-GAAP Financial Measures below.

Subcontract work and provision of materials. Work that is subcontracted to other service providers generally yields lower margins, and therefore an increase in subcontract work in a given period can decrease operating margins. In recent years, we have subcontracted approximately 15% to 20% of our work to other service providers. Additionally, under certain contracts, including contracts for engineering, procurement and construction services, we agree to procure all or part of the required materials. While we attempt to structure our agreements with customers and suppliers to account for the impact of increased materials procurement requirements or fluctuations in the cost of materials we procure, our margins may be lower on projects where we furnish a significant amount of materials, as our markup on materials is generally lower than our markup on labor costs, and in a given period an increase in the percentage of work with greater materials procurement requirements may decrease our overall margins, including in some cases our assuming price risk. Furthermore, fluctuations in the price or availability of materials, equipment and consumables that we or our customers utilize could impact costs to complete projects.

Three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025

Cost of services. Costs of services primarily includes wages, benefits, subcontractor costs, materials, equipment, and other direct and indirect costs, including related depreciation. The increase in cost of services generally correlates to the increase in revenues.

Selling, general and administrative expenses. The increase was primarily attributable to aan $62.1$71.8 million increase in compensation expense largely due to growthincrease ofin headcount to support business growth and increased levels of variable compensation due to increased profitability, as well as $51.0$60.8 million related to recently acquired businesses. Also contributing to the increase was a $29.4 million increase in travel, professional fees and information technology expenses.

Amortization of intangible assets. The increase was related to incremental amortization expense associated with acquisitions since MarchJune 31,30, 2025, including the acquisition of Dynamic Systems.

Interest and other financing expenses. The majority of the increase resulted from higher levels of principal on fixed rate debt balances as compared to the three months ended MarchJune 31,30, 2025. This increase resulted primarily from the issuance of $1.50 billion of aggregate principal amount of senior notes in August 2025.

Provision for income taxes. The effective income tax rates for the three months ended MarchJune 31,30, 2026 and 2025 were 9.7%25.5% and 21.1%.26.7%. The lower effective tax rate for the three months ended MarchJune 31,30, 2026 was primarily due to achanges $32.2in millionthe higher U.S. federal and state tax benefit from vestingmix of equityearnings incentiveacross awards.the jurisdictions in which we operate.

Comprehensive income attributable to common stock. See Statements of Comprehensive Income in Item 1. Financial Statements of Part I of this Quarterly Report. Comprehensive income attributable to common stock increased by $64.3$126.3 million in the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025 primarily due to a $82.5$226.1 million increase in net income, partially offset by a $10.5$95.9 million decrease in foreign currency translation adjustments. The predominant functional currencies for our operations outside the U.S. are Canadian and Australian dollars. ForeignThe decrease in foreign currency translation adjustment losses for the three months ended March 31, 2026adjustments primarily resulted from the strengthening of the U.S. dollar against the Canadian dollar as of March 31, 2026 when compared to December 31, 2025.dollar.

The following tabletables setsset forth segment revenues, segment operating income, corporate and non-allocated costs and operating margins for the periods indicated, as well as the dollar and percentage changechanges from the prior periodperiods (dollars in thousands):

Revenues. The increase in revenues for the three months ended MarchJune 31,30, 2026 was primarily due to increased demand for our services, as well as approximately $460$575 million in revenues attributable to acquired businesses.

Operating Income. The increase in operating income for the three months ended March 31, 2026 was primarily due to the increase in revenues. The increase inand operating margin for the three months ended MarchJune 31,30, 2026 was primarily due to the increaseincreased in revenuesdemand and theimproved overallexecution mixacross ofour workelectric performedand inpower thegeneration period.services.

Revenues. The increase in revenues for the three months ended MarchJune 31,30, 2026 was primarily due to approximately $335$355 million in revenues attributable to acquired businesses, partially offset by lower revenues from large pipeline projects in the United States.businesses.

Operating Income. The increase in operating income and operating margin for the three months ended MarchJune 31,30, 2026 was primarily due to increased revenues from our civil and mechanical acquired businesses, which contributed to higher levels of fixed cost absorption, as well as overall mix of work performed during the period.absorption.

The increase in corporate and non-allocated costs during the three months ended MarchJune 31,30, 2026 was primarily due to a $42.8$43.8 million increase in intangible asset amortization expense associated with recentacquisitions acquisitions,since June 30, 2026, including Dynamic Systems. Also contributing to the increase was a $29.8$28.2 million increase in compensation expense, which was primarily attributable to increased non-cash stock compensation expense in support of business growth.

(1) The amounts include $1.9 million and $4.2 million for the three months ended MarchJune 31,30, 2026 and 2025 includeand $2.2$4.1 million and $4.2$8.5 million for the six months ended June 30, 2026 and 2025 that, pursuant to acquisition purchase agreements, were or will be withheld from the sellers’ proceeds, and have or will be paid to certain employees upon satisfaction of post-closing service obligations.

As of MarchJune 31,30, 2026 and December 31, 2025, MSAs accounted for 35%33% and 37% of our estimated 12-month backlog and 45%41% and 44% of our total backlog. Generally, our customers are not contractually committed to specific volumes of services under our MSAs, and most of our contracts can be terminated on short notice even if we are not in default. We determine the estimated backlog for these MSAs using recurring historical trends, factoring in seasonal demand and projected customer needs based upon ongoing communications. In addition, many of our MSAs are subject to renewal, and these potential renewals are considered in determining estimated backlog. As a result, estimates for remaining performance obligations and backlog are subject to change based on, among other things, project accelerations; project cancellations or delays, including but not limited to those caused by commercial issues, regulatory requirements, natural disasters, emergencies and adverse weather conditions; and final acceptance of change orders by customers. These factors can cause revenues to be realized in periods and at levels that are different than originally projected.

The increases in both remaining performance obligations and backlog from December 31, 2025 to MarchJune 31,30, 2026 were primarilypartially due to newthe projectimpact of acquisitions that occurred in the six months ended June 30, 2026, as well as additional awards and increased volume with existing customers.

During the threesix months ended MarchJune 31,30, 2026, there were no material changes outside the ordinary course of business in the specified contractual obligations or changes to our capital allocation priorities as set forth in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II of theour 2025 Annual Report.

Our available commitments under our senior credit facility and cash and cash equivalents as of MarchJune 31,30, 2026 were as follows (in thousands):

Sources and Uses of Cash, Cash Equivalents and Restricted Cash During the ThreeSix Months Ended MarchJune 31,30, 2026 and 2025

Net cash provided by operating activities of $391.7$1.49 millionbillion and $243.2$538.9 million in the threesix months ended MarchJune 31,30, 2026 and 2025 primarily reflected earnings adjusted for non-cash items and cash provided and used by the main components of working capital: “Accounts and notes receivable,” “Contract assets,”, “Inventories,” “Prepaid expenses and other current assets,” “Accounts payable and accrued expenses,” and “Contract liabilities.”

Days sales outstanding (DSO) represents the average number of days it takes revenues to be converted into cash, which management believes is an important metric for assessing liquidity. A decrease in DSO has a favorable impact on cash flow from operating activities, while an increase in DSO has a negative impact on cash flow from operating activities. DSO is calculated by using the sum of current accounts receivable, net of allowance (which includes retainage and unbilled balances), plus contract assets, less contract liabilities, and divided by average revenues per day during the quarter. DSO as of MarchJune 31,30, 2026 was 6157 days, which was slightly lower than DSO of 6362 days as of MarchJune 31,30, 2025 and lower than our five-year historical average DSO of 7271 days. Negatively impacting DSO and cash flow from operating activities for both the threesix months ended MarchJune 31,30, 2026 and 2025 were change orders and claims included in contract assets from the large renewable transmission project in Canada further described in Note 2 of the Notes to Condensed Consolidated Financial Statements in Item 1. Financial Statements of Part I of this Quarterly Report. Net cash provided by operating activities for the six months ended June 30, 2025 was negatively impacted by payment of approximately $109.1 million related to the deferral of 2024 quarterly federal income tax pursuant to federal disaster relief.

Net cash used in investing activities in the threesix months ended MarchJune 31,30, 20252026 primarily included $394.3$930.3 million related to acquisitions and $132.8$451.0 million of capital expenditures.

Our industry is capital intensive, and we expect substantial capital expenditures and commitments for equipment purchases and equipment lease and rental arrangements and certain strategic manufacturing facility expansions to be needed for the foreseeable future in order to meet anticipated demand for our services. In addition, we expect to continue to pursue strategic acquisitions and investments, although we cannot predict the timing or amount of the cash needed for these initiatives. We also have various other capital commitments that are detailed in Cash Requirements and Capital Allocation above and in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources of Part I of our 2025 Annual Report.

Net cash used in financing activities in the threesix months ended MarchJune 31,30, 2026 primarily included $143.5$153.0 million of payments to satisfy tax withholding obligations associated with stock-based compensationcompensation, andpartially $54.2offset by $124.3 million of net repaymentsborrowings under our senior credit facility and commercial paper program. Net cash used in financing activities in the threesix months ended MarchJune 31,30, 2026 also included $17.2$33.7 million for the payment of dividends.

Net cash provided by financing activities in the threesix months ended MarchJune 31,30, 2025 was primarily due to $557.8 million net borrowings under our commercial paper program. Net cash provided by financing activities in the three months ended March 31, 2025 wasprogram, partially offset by $118.6$134.6 million of repurchases of common stock, $71.6$102.6 million of payments for contingent consideration liabilities, $72.6 million of payments to satisfy tax withholding obligations associated with stock-based compensation and $30.3 million for the payment of $15.5 million of dividends.

The discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with GAAP. Certain information and footnote disclosures, normally included in annual financial statements prepared in accordance with GAAP, have been condensed or omitted pursuant to those rules and regulations. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities known to exist as of the date the condensed consolidated financial statements are published and the reported amounts of revenues and expenses recognized during the periods presented. We review all significant estimates affecting our condensed consolidated financial statements on a recurring basis and record the effect of any necessary adjustments prior to their publication. Judgments and estimates are based on our beliefs and assumptions derived from information available at the time such judgments and estimates are made. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements. There can be no assurance that actual results will not differ from those estimates. Management has reviewed its development and selection of critical accounting estimates with the Audit Committee of our Board of Directors. Our accounting policies are primarily described in Notes 2 and 4 of the Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data in Part II of theour 2025 Annual Report and should be read in conjunction with the accounting policies identified in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of Part II of our 2025 Annual Report, which we believe affect our more significant estimates.