UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


☒	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the Fiscal Year Ended January 31, ~~2025~~2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from to

Commission File Number 001-31756

ARGAN, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		13-1947195
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)


4075 Wilson Boulevard, Suite 440, Arlington, Virginia		22203
(Address of Principal Executive Offices)		(Zip Code)

(301) 315-0027

(Issuer’s Telephone Number, Including Area Code)

~~One~~Not ~~Church Street, Suite 201, Rockville, Maryland 20850~~Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered under Section 12(b) of the Exchange Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $0.15 par value	AGX	The New York Stock Exchange (“NYSE”)

Securities registered under Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”): None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes ☐ No ⌧

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. ◻

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ⌧ Accelerated filer ◻ Non-accelerated filer ◻ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

The aggregate market value of the common stock held by non-affiliates of the Registrant was approximately $~~714~~2,~~255~~828,~~961~~180,674 on July 31, ~~2024~~2025 (the last business day of the Registrant’s second fiscal quarter), based upon the closing price on the NYSE as reported for that date. Shares of common stock held by each officer and director and by each person who owns 5% or more of the outstanding common shares have been excluded because such persons may be deemed to be affiliates. The determination of affiliate status is not necessarily a conclusive determination for other purposes.

Number of shares of common stock outstanding as of March 2120, ~~2025~~2026: 13,~~634~~945,~~214~~962 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Proxy Statement for the ~~2025~~2026 Annual Meeting of Stockholders are incorporated by reference in Part III of this form 10-K.

Table of Contents

ARGAN, INC. AND SUBSIDIARIES

~~2025~~2026 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS


		PAGE
		PAGE
PART I
ITEM 1.	BUSINESS	- 3 -
ITEM 1A.	RISK FACTORS	- 119 -
ITEM 1B.	UNRESOLVED STAFF COMMENTS	- 2319 -
ITEM 1C.	CYBERSECURITY	- 2419 -
ITEM 2.	PROPERTIES	- 2621 -
ITEM 3.	LEGAL PROCEEDINGS	- 2621 -
ITEM 4.	MINE SAFETY DISCLOSURES	- 2621 -

PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	- 2722 -
ITEM 6.	[RESERVED]	- 2923 -
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	- 2923 -
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	- 4435 -
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	- 4536 -
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	- 4536 -
ITEM 9A.	CONTROLS AND PROCEDURES	- 4536 -
ITEM 9B.	OTHER INFORMATION	- 4638 -
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	- 4638 -

PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	- 4638 -
ITEM 11.	EXECUTIVE COMPENSATION	- 4738 -
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDER MATTERS	- 4738 -
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	- 4739 -
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	- 4739 -

PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENTS	- 4839 -
ITEM 16.	FORM 10-K SUMMARY	- 4941 -
SIGNATURES		- 5042 -

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Table of Contents

PART I

FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements. We have made statements in this Annual Report on Form 10-K for the fiscal year ended January 31, ~~2025~~2026 (the “~~2025~~2026 Annual Report”) that may constitute “forward-looking statements.” The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “foresee,” “should,” “would,” “could,” or other similar expressions are intended to identify forward-looking statements.

Our forward-looking statements, financial position and results of operations, are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our expectations for future revenues and operating results are based on our forecasts for existing operations that do not include the potential impacts of any future acquisitions.

Our forward-looking statements, by their nature, involve significant risks and uncertainties (some of which are beyond our control) and assumptions. They are subject to change based upon various factors including, but not limited to, the risks and uncertainties described in Item 1A of this ~~2025~~2026 Annual Report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove to be incorrect, actual results may vary in material respects from those projected in the forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether asbecause ~~a result~~ of new information, future events or otherwise.

ITEM 1. BUSINESS.

Argan, Inc. (“Argan”) is primarily aan engineering and construction firm that conducts its operations through its wholly -owned subsidiaries, ~~Gemma~~across ~~Power~~three ~~Systems,~~distinct ~~LLC~~reportable ~~and~~business ~~affiliates~~segments: ~~(“GPS”)~~Power, ~~Atlantic~~Industrial, ~~Projects Company Limited~~ and ~~affiliates (“APC”), The Roberts Company, Inc~~Teledata. ~~(“TRC”)~~Argan and ~~Southern~~these ~~Maryland~~consolidated ~~Cable,~~subsidiaries ~~Inc.~~are ~~(“SMC”)~~hereinafter ~~(together~~collectively referred to as the “Company~~,” “we,” “us,” or “our”)~~. GPS and APC constitute our power industry services reportable segment, delivering a comprehensive suite of engineering, procurement, construction, commissioning, maintenance, project development and technical consulting services to the power generation market, including the renewable energy sector. The customers include primarily independent power project owners, public utilities, power plant heavy equipment suppliers and other commercial firms with significant power requirements. Projects are located in the United States (the “U.S.”), the Republic of Ireland (“Ireland”) and the United Kingdom (the “U.K.”). Through TRC, the industrial construction services reportable segment provides field services and project management that support new plant construction and additions, maintenance turnarounds, shutdowns and emergency mobilizations for industrial plants primarily located in the Southeast region of the U.S. and that may include the fabrication, delivery and installation of steel components such as piping systems and pressure vessels. Through SMC, doing business as SMC Infrastructure Solutions, the telecommunications infrastructure services segment provides project management, construction, installation and maintenance services to commercial, local government and federal government customers primarily in the Mid-Atlantic region of the U.S. Together, these subsidiaries enable us to serve a wide range of client needs across power generation, industrial construction, and telecommunications infrastructure, establishing our presence as a diversified provider in the construction and engineering sectors.

Through the Power segment, we provide a full range of engineering, procurement, construction, commissioning, maintenance, project development, and technical consulting services to the power generation market. The customers include primarily independent power producers, public utilities, power plant equipment suppliers and other commercial firms with significant power requirements. Customer projects are located in the United States (the “U.S.”), the Republic of Ireland (“Ireland”) and the United Kingdom (the “U.K.”).

The Industrial segment provides on-site services that support new plant construction and additions, maintenance turnarounds, shutdowns and emergency mobilizations for industrial operations primarily located in the Southeast region of the U.S. and that may include the fabrication, delivery and installation of metal components such as piping systems and pressure vessels.

The Teledata segment provides project management, construction, installation, maintenance, repair, and emergency response services across power distribution and information, communications, and data networks. The segment’s customers include commercial and industrial organizations, as well as state and federal government agencies, primarily throughout the Mid-Atlantic region of the U.S.

Together, these segments enable us to serve a wide range of client needs across power generation, industrial construction, and teledata infrastructure, establishing our presence as a diversified provider in the construction and engineering sectors.

Holding Company Structure

Argan was organized as a Delaware corporation in May 1961. Argan operates as a holding company that may make opportunistic acquisitions and/or investments by identifying companies with significant potential for profitable growth and realizable synergies with one or more of our existing construction businesses. However, we may have more than one industrial focus depending on the opportunity and/or needs of our customers. Each of our wholly -owned subsidiaries is operated by us as an independent business with strategic oversight provided by Argan to allow each to react to its own market conditions independently. ~~Significant~~Acquired ~~acquired~~ companies will be operated in a manner that we believe will best provide long-term and enduring value for our stockholders.

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Power ~~Industry Services~~Segment

~~GPS,~~The ~~which~~Power wesegment ~~acquired in 2006,~~ historically ~~provides~~represents ~~the~~a ~~most~~ significant ~~percentage~~portion of our ~~power industry services~~operations. As a full-service engineering, procurement and construction (“EPC”) services ~~firm~~provider, ~~GPS~~this segment has ~~the~~ proven ~~abilities~~capabilities ofin designing, building, and commissioning large-scale energy projects, primarily in the U.S. The segment’s extensive design, construction, project management, start-up and operating experience ~~of GPS~~ has expanded ~~since~~over ~~its founding~~time, ~~with~~supported by a substantial portfolio of installed power-generating capacity~~, primarily in the domestic market~~. Past projects ~~encompass~~include ~~base-load~~ combined-cycle facilities, simple-cycle peaking plants, ~~liquefied~~biofuel ~~natural~~plants, ~~gas~~biomass ~~power~~plants, ~~island~~solar ~~installation~~fields, ~~and~~solar ~~boiler~~fields ~~plant~~with ~~construction~~battery storage and ~~renovation~~wind ~~efforts~~farms. ~~GPS~~The ~~also~~customers ~~has~~include ~~experience~~primarily inindependent ~~the~~power ~~renewable~~producers, ~~energy~~public ~~sector~~utilities, ~~providing EPC contracting~~ and other ~~services~~commercial tofirms ~~owners~~with ofsignificant ~~alternative~~power ~~energy facilities, including biomass plants, solar fields, battery storage and wind farms~~requirements. Typically, the scope of work for ~~GPS~~the segment includes complete plant engineering and design, ~~the~~ procurement of power generation and balance of plant equipment, and ~~the~~ full turnkey construction ~~effort~~ from site development through electrical interconnection and plant performance testing. The durations of these projects typically range between one to four years.

~~This~~The ~~reportable business~~ segment also ~~includes~~conducts ~~APC,~~operations ainternationally ~~company formed~~ in Ireland ~~50 years ago,~~ and ~~its~~the ~~affiliated companies~~U.K., which werepresent ~~acquired~~our inprimary ~~May~~international ~~2015~~operations. ~~Historically,~~The ~~APC~~international primarily provided turbine, boiler and large rotating equipment engineering, procurement, installation, commissioning and outage services to power plants in Ireland. Since its acquisition in 2015, APC has expanded operations toof the ~~U.K.~~Power ~~APC~~segment ~~currently~~focus ~~focuses~~ on the performance of engineering and construction services for ~~the~~ major electric utilities in Ireland, independent power plant owners, major data center operators, and original equipment manufacturers. ~~APC’s~~Additionally, ~~business~~the ininternational ~~Ireland~~operations ~~and~~of the ~~U.K.~~segment ~~represents~~provides ~~the~~turbine, ~~Company’s~~boiler ~~primary~~and ~~international~~large ~~operations~~rotating equipment engineering, procurement, installation, commissioning and outage services to power plants.

The revenues of our ~~power~~Power ~~industry services~~ business segment were $~~693~~756.05 million, $~~416~~693.30 million and $~~346~~416.03 million for the fiscal years ended January 31, ~~2025~~2026 (“Fiscal ~~2025~~2026”), ~~2024~~2025 (“Fiscal ~~2024~~2025”) and ~~2023~~2024 (“Fiscal ~~2023~~2024”), respectively, or 7980.1%, 7379.3% and 7672.6% of our consolidated revenues for the corresponding periods, respectively. The substantial portions of the revenues of this reportable segment for these three years were derived from the performance of activities ~~by GPS and APC~~ under EPC services and other construction contracts with the owners of power plant projects.

Power ~~Industry~~Segment ~~Services~~ Project Backlog

AtAs of January 31, ~~2025~~2026, the project backlog for this reporting segment was over $12.37 billion. The comparable backlog amount as of January 31, ~~2024~~2025, was approximately $01.63 billion. Our reported amount of project backlog at a point in time represents the ~~total~~expected revenue from the remaining work on projects where scope is sufficiently defined and contract value can be reasonably estimated. While the inclusion of ~~projects~~contract ~~awarded~~values toin usproject ~~that~~backlog involves management judgment based on the facts and circumstances, we ~~consider~~typically include the value of the contract in project backlog upon receiving a notice to beproceed ~~firm~~from asthe project owner. In making the determination of ~~that~~project ~~date~~backlog, ~~less~~management may consider several factors, including terms of the ~~amounts~~contract, the degree of ~~revenues~~project ~~recognized~~financing and permitting, and historical experience with similar contracts. The start of new projects is primarily controlled by project owners and delays may occur that are beyond our control. Refer to ~~date~~“Item on7. ~~the~~Management’s ~~corresponding~~Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of currently active major projects for this reporting segment.

Typically, we include the total value of EPC services and other major construction contracts in project backlog upon receiving a notice to proceed from the project owner. When provided with only a limited notice to proceed (“LNTP”), we generally do not add the value of the full contract to project backlog until the full notice to proceed (“FNTP”) is received. Nevertheless, the inclusion of contract values in project backlog requires management judgment based on the facts and circumstances.

The significant currently active projects of our power industry services segment include the construction of facilities which together represent approximately 2.9 gigawatts of potential electrical power and require the significant engagements of our technical, project support and project management teams. Please see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of currently active major projects for this reporting segment.

Along with our commitment to the construction of state-of-the-art, natural gas-fired power plants that will serve as important elements of our country’s electricity-generation mix in the future, our experience also encompasses the development of utility-scale renewable energy projects. We continue to target certain business development efforts to win projects for the erection of utility-scale solar fields, wind farms and battery facilities as well as hydrogen-based energy plants and carbon capture and storage projects.

Labor and Materials

Our Power segment is supported by a workforce of project leadership, skilled craft labor, and administrative and support staff. We perform work on job sites in different states and countries. The skilled craft labor pool is unique in each region due to a variety of factors, including different employment environments, competing infrastructure projects located near our sites that utilize the same labor pool, and decreased and aging labor pools resulting from demographic trends. These dynamics have contributed to rising wages for craft labor. As such, we take a carefully considered and tailored approach at each job site to acquire and retain the required personnel resources when we need them, especially craft labor, and to maintain optimum productivity on each of our projects. Depending on the project, we may utilize direct hires, subcontractors, existing internal personnel, or a combination of the three. We generally have managed to successfully staff each of our jobs effectively.

In connection with the engineering and construction of traditional power plants, biofuel plants, and other renewable energy systems, we procure materials for installation on our various projects. We are not dependent upon any one source for major equipment components or any other construction materials we use to complete a particular power project, although in certain cases the number of suppliers providing such equipment is limited. Project owners may also directly procure and supply certain major components of the power plants, at times with our assistance. We have significant experience in delivering EPC projects with the latest turbine technology and working with the major gas-fired turbine manufacturers in

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~~that~~our ~~utilize~~markets ~~the same labor pool, and decreased and aging labor pools resulting from demographic trends. As such, we take a carefully considered and tailored approach at each job site~~ to ~~acquire~~meet ~~and retain the required personnel resources when we need them, especially craft labor, and to maintain optimum productivity on~~ each ~~of our projects. Depending on the~~ project, weowner’s ~~may~~specific ~~utilize~~power ~~direct~~plant ~~hires, subcontractors, existing internal personnel, or a combination of the three~~requirements. ToEPC ~~date,~~project werequirements ~~generally have managed to successfully staff each of our jobs effectively, but going forward we~~ may bevary ~~challenged by labor shortages in the construction industry due to rising wages, demographic trends and other factors~~considerably. ~~Additionally, competition for the labor pool capable of building power plant projects is increasing as the demand for building power generating assets continues to grow.~~

In ~~connection with~~ the ~~engineering~~past, ~~and~~we ~~construction~~have ofhad ~~traditional~~to ~~power~~navigate ~~plants,~~supply ~~biodiesel~~chain ~~plants~~disruptions and other ~~renewable~~sourcing ~~energy~~issues ~~systems,~~that wehave ~~procure~~or ~~materials~~could ~~for~~have ~~installation~~impacted on our ~~various~~ projects. WeSupply ~~are~~chain ~~not~~constraints ~~dependent~~may ~~upon~~cause ~~any~~delays ~~one~~in ~~source~~the ~~for~~construction ~~major~~timelines ~~equipment~~for ~~components,~~new ~~such~~power asplants ~~heat recovery steam generation units~~or, ~~steam~~in ~~turbines~~some ~~and air-cooled condensers~~cases, ~~solar~~lead ~~panels~~project orowners ~~any other construction materials we use~~ to ~~complete~~defer aor ~~particular~~forgo ~~power~~new ~~project,~~projects ~~although the number of suppliers providing such equipment is limited~~altogether. ~~With~~As ~~our~~we ~~assistance~~go forward, ~~project~~there ~~owners~~may ~~frequently~~be ~~procure~~unscheduled ~~and~~delays ~~supply~~in ~~certain~~the ~~major~~delivery ~~components~~ of ~~the power plants~~materials, ~~such~~machinery ~~as state-of-the-art natural gas turbines~~ and ~~transformers.~~equipment Weordered ~~have~~by ~~significant~~us ~~experience~~or inby ~~delivering~~a ~~EPC~~project ~~projects~~owner ~~with~~or ~~the~~other ~~latest~~unanticipated ~~turbine~~challenges ~~technology~~to ~~and~~our ~~working~~ability ~~with~~to ~~all~~complete major ~~gas-fired~~job ~~turbine~~tasks ~~manufacturers~~when toplanned, ~~meet~~among ~~each~~other ~~project owner’s specific power plant requirements~~impacts. ~~EPC~~We ~~project~~actively ~~requirements~~attempt ~~may vary considerably. Additionally, we have protections in our contracts with major customers that provide certain relief that helps~~ to ~~mitigate~~manage ~~certain~~these ~~financial~~ risks, ~~but~~during ~~these~~periods ~~protections could be limited depending on the underlying issues and the financial challenges~~ of ~~our customers~~uncertainty.

InThe ~~the~~costs ~~past,~~of wematerials ~~have~~needed ~~had~~ to ~~navigate~~complete ~~supply~~our ~~chain~~projects ~~disruptions~~may ~~and~~fluctuate ~~other~~from ~~sourcing~~time ~~issues~~to ~~that~~time. ~~have~~During orperiods ~~could~~of ~~have~~increased ~~impacted~~price ~~our projects. For example~~volatility, ~~currently~~we ~~there~~may ~~are~~take ~~significant~~steps ~~supply~~to ~~chain~~reduce ~~constraints~~our ~~driven by the increased demand for power~~exposure, ~~which~~including ~~are~~limiting ~~affecting~~ the ~~availability~~duration of ~~critical~~pricing ~~components~~quotes ~~such as gas turbines~~ and, ~~other~~for ~~long~~major ~~lead~~fixed-~~time~~price ~~equipment~~contracts, ~~such~~procuring asmuch ~~transformers.~~of ~~These~~the ~~constraints~~equipment ~~are~~and ~~causing~~construction ~~delays~~supplies induring the ~~construction~~early ~~timelines~~phases ~~for~~of ~~new~~a ~~gas-fired power plants~~project. AsIn werecent gofiscal ~~forward~~years, ~~there~~we ~~may~~believe bewe ~~unscheduled~~have ~~delays~~effectively inmanaged the ~~delivery~~economic ~~of materials, machinery and equipment ordered by us or a project owner or other unanticipated~~ challenges toaffecting our ~~ability~~active ~~to complete major job tasks when planned~~projects, ~~among~~including ~~other~~inflationary ~~impacts~~pressures. We actively attempt to manage these risks during periods of uncertainty. Supply chain uncertainties may impact project owners’ confidence in commencing new work which may adversely affect our expected levels of revenues until supply chain disruptions substantially dissipate.

~~The~~In ~~costs~~addition, ofsupply ~~materials~~chain ~~needed~~constraints ~~for~~and trade policy developments, including the ~~completion~~imposition of ~~our~~tariffs ~~projects~~and ~~may~~other ~~fluctuate~~import ~~from~~restrictions, ~~time~~may toadversely ~~time.~~affect Inthe ~~times~~availability ofand ~~increased~~pricing ~~volatility,~~of weconstruction ~~take~~materials ~~steps~~and tocertain ~~reduce~~power ~~our~~plant ~~risks~~equipment. ~~For~~Tariffs ~~example~~or similar measures affecting imported materials, weincluding ~~may~~steel ~~hold~~and ~~quotes~~aluminum, ~~related~~could toincrease ~~materials~~project incosts ~~our~~and ~~industrial~~create ~~construction~~uncertainty ~~services~~in ~~segment~~budgeting, ~~for~~contract ~~short~~negotiations ~~periods~~and ofproject ~~time~~scheduling. ~~For~~While ~~major~~we ~~fixed-price~~generally ~~contracts~~seek incommercial ~~our~~terms ~~power~~that ~~industry~~seek ~~services~~to ~~segment~~limit these risks, we ~~may~~also ~~mitigate~~work ~~material~~closely ~~cost~~with ~~risks~~our bycustomers ~~procuring~~to navigate the ~~majority~~evolving oftariff ~~the~~landscape ~~equipment~~and assess potential impacts on procurement, project planning and ~~construction~~cost ~~supplies~~management; ~~during~~however, ~~the~~delays ~~early~~in ~~phases~~the delivery of acritical ~~project.~~materials ~~During~~and ~~recent~~equipment ~~fiscal~~may ~~years,~~extend weproject ~~believe~~timelines inand ~~general~~increase ~~that~~costs. weThe ~~effectively~~scope, ~~confronted~~timing ~~the~~and ~~economic~~duration ~~challenges~~of tosuch ~~our~~trade ~~active~~measures, ~~jobs~~and ~~represented~~any bypotential ~~the~~retaliatory ~~inflationary~~actions ~~surge~~by intrading ~~prices.~~partners, remain uncertain.

For supply chains and materials costs, there are new uncertainties caused by the current U.S. administration’s increased use of tariffs as leverage in the conduct of diplomacy. A primary concern is that the imposition of tariffs by the U.S. against its trade partners will prompt retaliations that will have adverse effects on the availability and prices of general construction materials and certain power plant equipment. Proposed tariffs on imported materials, including steel and aluminum, could significantly impact the cost of building power plants. As the current U.S. administration’s approach to tariffs remains fluid at this time, the full extent of these effects remains uncertain. Delays in material shipments may extend project timelines, while fluctuating costs could complicate budgeting and contract negotiations. This uncertainty may also discourage investment in new power plant construction, creating financial and operational risks for the industry.

Competition

~~GPS~~Our ~~and~~Power ~~APC~~segment ~~compete~~competes with large and well capitalized private and public firms in the construction and engineering services industry including firms that have global businesses. ~~These competitors may be multi-billion-dollar companies that have thousands of employees.~~ We also may compete with regional construction services companies in the markets where planned projects might be located. Typically, a condition for award is that the contractor perform on a fixed-price or lump-sum contract basis; smaller elements of a contract may be billable on an allowance or cost-reimbursable basis. As explained below, there are risks of unrecovered costs, among other aspects, associated with these types of contracts.

To compete with these firms, we emphasize our proven track record as a value-add choice for the design, build and commissioning of natural gas-fired and alternative energy power systems. Our successful experience includes the efficient completion and maintenance of natural gas-fired combined-cycle and simple cycle power plants, biomass plants, solar fields, wind farms, and biofuel processing facilities, most performed on an EPC services contract basis. Through the Power segment, we provide a full range of competitively priced development, consulting, engineering, procurement, construction, commissioning and maintenance services to project owners. We can react quickly to their requirements while bringing a strong, experienced team to help navigate through difficult technical, scheduling and construction issues. We believe that the culture of our Power segment encourages motivated, creative, high-energy and customer-focused teams that deliver results. Our projects are directed by dedicated field project management teams, and our project owner customers have direct access to the business segment’s senior management.

The competitive landscape for EPC services demands the ability to understand specific project design requirements, current pricing dynamics, labor availability, and the development cycle of a project. For domestic gas-fired power plant EPC work, particularly combined-cycle projects, the number of capable competitors has declined over the past decade as several major firms have exited the market, been acquired, or moved away from fixed-price contracts. However, growing demand for new gas-fired generation may attract new entrants or prompt former competitors to re-engage. The firms that remain active in this space continue to be highly capable and competitive. Our competition for domestic renewable energy projects, such as solar, is more diverse.

Customers

For Fiscal 2026, our most significant customer relationships included three Power segment customers, which accounted for approximately 23%, 16% and 11% of consolidated revenues. For Fiscal 2025, our most significant customer relationships included three Power segment customers, which accounted for 28%, 13% and 10% of consolidated revenues. For Fiscal 2024, our most significant customer relationships included three Power segment customers, which accounted

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~~To compete with these firms, we emphasize our proven track record as a value-add choice~~ for ~~the design~~19%, ~~build~~16% and ~~commissioning~~15% of ~~natural~~consolidated ~~gas-fired and alternative energy power systems~~revenues. ~~Our~~No ~~successful~~other ~~experience~~customer ~~includes the efficient completion and maintenance~~ of ~~natural~~this ~~gas-fired~~reportable combined cycle and simple cycle power plants, biomass plants, waste-to-energy facilities, solar fields, wind farms and biofuel processing facilities, most performed on an EPC services contract basis. Through the power industry services segment, werepresented ~~provide~~greater athan ~~full~~10% ~~range~~ of ~~competitively~~consolidated ~~priced~~revenues ~~development,~~for ~~consulting,~~Fiscal ~~engineering~~2026, ~~procurement,~~Fiscal ~~construction,~~2025 ~~commissioning~~or ~~and~~Fiscal ~~maintenance services to project owners~~2024. We are able to react quickly to their requirements while bringing a strong, experienced team to help navigate through difficult technical, scheduling and construction issues. We believe that the cultures of GPS and APC encourage motivated, creative, high energy and customer-focused teams that deliver results. Our projects are directed by dedicated field project management teams and our project owner customers have direct access to our senior management at these companies.

The competitive landscape in the EPC services market for natural gas-fired power plant construction has evolved significantly over the past decade. While the market remains dynamic, we are in an era where there are fewer competitors for new domestic gas-fired power plant EPC services project opportunities, especially for combined power plants. Several major competitors have either exited the market, been acquired, or announced intentions to avoid fixed-price contracts due to various financial and operational reasons. Intense competition led to aggressive bidding on projects while certain contractors accepted greater risks associated with the inability to anticipate unforeseen issues and the failure to include adequate contingencies to cover lower-than expected labor productivity, unfavorable execution challenges and unusual weather events, for example. As a result, construction and engineering companies, including some of the largest firms in the country, incurred losses related to performance on fixed-price contracts. Despite these challenges, sustained competition has supported the continuation of fixed-price contracting in the U.S., maintaining the typical volume of projects completed under these terms.

Recently, however, increasing demand for new gas-fired power plants has begun to shift the competitive landscape again. As utilities and developers seek to expand generation capacity, more firms may re-enter the market, either by restarting their EPC operations, expanding their capabilities, or shifting their contracting strategies to re-engage in bidding. This resurgence of competition could influence pricing dynamics, contract structures, and project execution strategies as both new and returning competitors seek to establish themselves in the evolving market. The firms that remain active in this space continue to be highly capable and competitive.

Our competition for domestic renewable energy projects like solar energy fields and land-based wind energy farms is more diverse and may include firms that are smaller than us.

We are not immune to the risks of losses on major projects. Nonetheless, we try to be particularly selective in pursuing new project opportunities and are reluctant to enter into fixed-price contracts with perceived high-risk profiles that are unacceptable. The track record of GPS has demonstrated that fixed-price contracts can be successfully executed when managed effectively, providing opportunities for strong financial performance. We are confident that our project management teams have gained the experience necessary for successful execution on these types of contracts as we go forward although we are aware of the risks involved.

Over the past few years, GPS has provided top management guidance and project management expertise to APC as it successfully completed certain projects and won the awards of projects to build new thermal power plants in Ireland and the U.K. Currently, APC is completing a comprehensive operational review, in collaboration with GPS and at the direction of certain GPS leadership, to enhance project management processes and profitability.

Customers

For Fiscal 2025, our most significant customer relationships included three power industry services customers, which accounted for approximately 28%, 13% and 10% of consolidated revenues. For Fiscal 2024, our most significant customer relationships included three power industry services customers, which accounted for 19%, 16% and 15% of consolidated revenues. For Fiscal 2023, our most significant customer relationships included two power industry services customers, which accounted for 38% and 12% of consolidated revenues. No other customer of this reportable segment represented greater than 10% of consolidated revenues for Fiscal 2025, Fiscal 2024 or Fiscal 2023.

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Regulation

Our ~~power~~Power ~~industry~~segment ~~services~~ operations are subject to various federal, state, local and foreign laws and regulations including: licensing for contractors; building codes; permitting and inspection requirements applicable to construction projects; regulations relating to worker safety and environmental protection; and special bidding, procurement and employee compensation requirements. Many state and local regulations governing construction require permits and licenses to be held by individuals who have passed an examination or met other requirements. We believe that we have the licenses required to conduct our current operations and that we are in compliance with applicable regulatory requirements. We continue to monitor these requirements and acquire additional licenses and adjust to regulatory changes as needed.

Energy facilities, including the pipelines required to supply natural gas fuel to power plants, are subject to a myriad of federal and state laws and regulations governing environmental protection, air quality, water quality and noise and height restrictions. ~~While regulations in the U.S.~~Recently, ~~Ireland,~~evolving and the U.K. have favored the development of renewable energy sources in recent history, policy shifts as of late indicate a more balanced approach, with increasing recognition of natural gas as a reliable and necessary component of the energy mix. Evolving regulatory frameworks, including permitting reforms and policy adjustments, are generally creating a more favorable environment for the continued development of natural gas-fired power plants., ~~These changes may support a steadier pace of gas-fired power plant construction than previously anticipated~~ while still allowing ~~for continued growth in~~ renewable energy facility development.

Development Financing

We selectively participate in power plant project development and related financing activities ~~1) to maintain a proprietary pipeline for future EPC services contract opportunities, 2) to secure exclusive rights to EPC contracts, and 3) to generate a return on our investment~~. EPC contractors in our industry also periodically execute certain contracts jointly with third parties through joint ventures, limited partnerships, and limited liability companies for the purpose of completing a project or program for a project owner. These special purpose entities are generally dissolved upon completion of the corresponding project or program. InNot ~~Fiscal~~all ~~2025,~~such webusiness ~~funded~~development aendeavors ~~loan~~are tosuccessful, aand ~~special~~we ~~purpose~~have ~~entity~~recorded inimpairment ~~the~~losses ~~amount~~as ~~of $5.0 million to support the development phase of~~ a ~~natural~~result ~~gas-fired~~in ~~power plant (see Note 18 to~~ the ~~accompanying consolidated financial statements)~~past.

~~However,~~Industrial ~~not all such business development endeavors are successful and we have recorded impairment losses as a result in the past (see Note 15 to the accompanying consolidated financial statements).~~ Segment

Our Industrial ~~Construction~~segment ~~Services~~provides industrial construction and field services and also operates a pipe and vessel fabrication facility. The segment serves industrial customers primarily in the Southeastern United States. Its fabrication facility and warehouse, which totals over 90,000 square feet, and offices are located near Greenville, North Carolina.

~~TRC~~For ~~was~~the ~~founded~~recent infiscal ~~1977~~years, industrial field service construction projects typically represent most of the segment’s annual revenues, with the remaining revenues contributed by projects consisting primarily of pipe and ~~its~~vessel fabrication. ~~facility~~The ~~and~~revenues ~~offices~~of ~~are~~our ~~located~~Industrial ~~near~~segment ~~Greenville~~were $167.6 million, ~~North~~$167.6 ~~Carolina~~million, and $142.8 ~~TRC~~million isfor anFiscal ~~industrial~~2026, ~~construction~~Fiscal 2025, and ~~field~~Fiscal ~~services~~2024, ~~firm~~respectively, ~~with~~representing ~~steel~~approximately ~~pipe~~17.7%, 19.2%, and ~~vessel~~24.9% ~~fabrication~~of ~~capabilities~~our ~~serving~~consolidated ~~industrial~~revenues ~~organizations~~for ~~primarily~~the incorresponding fiscal years. Over the ~~Southeast~~last ~~region~~several ofyears, the ~~U.S.~~segment’s business development efforts have emphasized the pursuit and award of larger field service construction projects and long-term fabrication projects.

~~During~~Recent ~~Fiscal~~and ~~2023,~~current ~~TRC~~major ~~consolidated~~customers ~~its~~of ~~metal~~the ~~fabrication~~Industrial ~~plants~~segment ~~and~~include ~~support~~leading ~~structures~~companies ~~into~~in ~~one~~the ~~industrial~~aluminum ~~fabrication~~rolling and ~~warehouse~~recycling ~~facility~~industry, ~~that~~datacenter ~~totals over 90~~development,~~000~~ ~~square~~electric ~~feet.~~vehicle ~~The~~manufacturing, ~~consolidation~~fertilizer ~~reduced fixed costs~~ and ~~notably~~other ~~streamlined~~specialty ~~the business~~chemicals, ~~which~~and ~~has~~engineering ~~permitted~~and ~~TRC~~construction toservices ~~focus~~supporting ~~primarily~~large-scale ~~on its~~ industrial ~~field service opportunities, which includes construction projects~~development. ~~TRC~~The ~~operates~~Industrial ~~within its own reportable business~~ segment, ~~industrial~~also ~~construction~~serves ~~services.~~major ~~Industrial~~pulp ~~field~~and ~~service~~paper ~~construction~~companies, ~~projects~~water ~~typically~~and ~~represent~~wastewater ~~the~~treatment ~~majority~~facilities, ofand ~~TRC’s~~a ~~annual~~variety ~~revenues with the remaining revenues contributed by projects consisting primarily~~ of ~~metal~~other ~~pipe~~industrial ~~and vessel fabrication~~customers. ~~The~~Many ~~revenues~~ of ~~TRC~~these ~~have~~customers ~~increased~~are ~~over~~large ~~the~~multinational ~~past~~organizations ~~two~~with ~~fiscal~~significant ~~years~~global tooperations ~~$167.6~~and ~~million~~capital ~~for~~investment ~~Fiscal 2025 from $92~~programs.8 ~~million~~These ~~for~~customer ~~Fiscal~~relationships ~~2023,~~demonstrate ~~reflecting~~that ~~a business development emphasis on~~ the ~~awards~~segment ofis ~~larger~~a ~~field~~trusted ~~service~~industrial ~~construction~~services ~~projects.~~provider ~~The~~to ~~emphasis~~large, onwell-capitalized ~~these~~customers ~~opportunities~~from ~~influenced~~across ~~the~~North ~~strategic~~America ~~decision to consolidate the pipe~~ and ~~vessel~~other ~~fabrication~~international ~~facilities~~markets tothat ~~reduce~~are ~~fixed~~expanding ~~costs,~~or ~~streamline~~locating ~~operations~~new ~~and~~production ~~better~~facilities ~~support~~within athe ~~growing~~segment’s ~~and~~geographic ~~scalable business model~~region.

~~Recent~~The ~~and~~Industrial ~~current~~segment’s ~~major~~operations ~~customers~~require ofa ~~TRC~~workforce ~~include~~consisting ~~Nutrien~~of ~~Ltd.~~project leadership, ~~the~~skilled ~~global~~craft ~~fertilizer~~labor, ~~company;~~and ~~Jacobs~~administrative ~~Solutions~~and ~~Inc~~support staff., anDepending ~~international~~on ~~engineering~~project ~~and~~requirements, ~~construction~~the ~~firm~~segment ~~that~~supplements isits ~~building~~permanent aworkforce ~~significant~~with ~~biotechnology~~temporary ~~manufacturing~~labor, ~~facility~~subcontractors, inand ~~the~~specialty ~~research~~trades. ~~triangle~~The ~~area~~availability of ~~North~~qualified ~~Carolina;~~craft ~~North~~labor ~~America’s~~and ~~largest~~experienced ~~forest~~project ~~products~~personnel ~~companies~~can ~~such~~affect asproject ~~Weyerhaeuser~~scheduling ~~Company, International Paper~~ and ~~Domtar~~costs, ~~Corporation;~~particularly ~~water~~during ~~treatment~~periods ~~facilities~~of ~~and~~strong ~~various other~~ industrial ~~companies~~construction activity. ~~These~~The ~~relationships~~segment ~~demonstrate~~maintains ~~that~~training ~~TRC~~and issafety aprograms ~~trusted~~designed ~~industrial services provider~~ to ~~blue~~support ~~chip~~workforce ~~customers from around North America~~development, ~~and~~compliance ~~from~~with ~~countries~~applicable ~~around~~regulatory ~~the world~~standards, ~~that~~and ~~are~~safe ~~expanding~~work orpractices. ~~locating~~In ~~new~~Fiscal ~~production~~2026, ~~facilities~~we inpromoted ~~TRC~~the segment’s ~~geographic~~then-president ~~region.~~to ~~For~~also ~~Fiscal~~serve ~~2025,~~as ~~Fiscal~~chief ~~2024~~executive ~~and~~officer ~~Fiscal~~of ~~2023,~~the ~~TRC~~segment ~~reported~~as ~~revenues~~part of ~~$167.6~~our ~~million,~~long-term ~~$142.8~~succession ~~million~~ planning.

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Projects performed by the Industrial segment require a variety of materials and ~~$92.8~~equipment, ~~million~~including structural steel, ~~respectively~~pipe, orfittings, ~~approximately~~pressure ~~19%~~vessels, ~~25%~~fabricated components, and ~~20%~~specialized ofconstruction ~~consolidated~~equipment. ~~revenues~~These ~~for~~materials ~~the~~are ~~corresponding~~generally ~~years~~sourced from multiple domestic and international suppliers and distributors. While supply chain disruptions or price volatility in certain materials can occur from time to time, ~~respectively~~the segment generally has been able to obtain required materials in the normal course of business. The segment’s fabrication facility provides additional flexibility by allowing certain pipe and vessel fabrication work to be performed internally.

~~Telecommunications~~The ~~Infrastructure~~markets ~~Services~~served by the Industrial segment are competitive and include a range of regional and national industrial construction contractors, specialty mechanical contractors, and fabrication companies. Competition is based on factors including technical expertise, safety performance, project execution capability, reputation, cost competitiveness, customer relationships, and the ability to deliver projects on schedule. The segment generally competes for projects through a combination of negotiated contracts, repeat business with existing customers, and competitive bidding processes.

~~SMC~~Teledata represents our telecommunications infrastructure services reportable business segment and conducts business as SMC Infrastructure Solutions, which provides utility construction services and comprehensive technology wiring solutions to customers primarily in the Mid-Atlantic region of the U.S. SMC performs both outside and inside plant cable installation services. Segment

~~Services~~Our ~~provided~~Teledata tosegment ~~our~~provides ~~outside~~utility ~~premises~~construction ~~customers~~services ~~include trenchless directional boring~~ and ~~excavation~~comprehensive ~~for~~technology ~~underground~~wiring ~~communication~~solutions ~~and~~to ~~power~~customers ~~networks,~~primarily ~~aerial~~in ~~cabling services, and~~ the ~~installation~~Mid-Atlantic region of ~~buried~~the ~~cable~~U.S., ~~high~~with ~~and~~additional ~~low~~operations ~~voltage~~in ~~electric~~markets ~~lines,~~across ~~and~~New ~~private~~England ~~area~~and ~~outdoor~~the ~~lighting systems~~Southeast. ~~Inside~~The ~~premises~~segment ~~wiring~~strengthens ~~services~~and ~~include~~modernizes ~~structured~~both ~~cabling,~~outside ~~terminations~~plant and ~~connectivity~~inside ~~that~~plant ~~provide~~infrastructure ~~the~~supporting ~~physical~~information ~~transport~~technology, ~~for~~operational ~~high-speed data~~technology, ~~voice~~IoT connectivity, ~~video~~ and ~~security~~power ~~networks~~infrastructure.

~~Consistently,~~Services aprovided ~~major portion of SMC’s revenue-producing activity each year is performed pursuant~~ to ~~task~~our oroutside ~~work~~premises ~~orders~~customers ~~issued~~include ~~under~~trenchless ~~master~~directional ~~agreements~~boring ~~with~~and ~~SMC’s~~excavation ~~major~~for ~~customers~~underground ~~such~~communication asand ~~Southern~~power ~~Maryland Electric Cooperative~~networks, ~~the~~aerial ~~local~~cable ~~electricity~~services, ~~cooperative.~~and ~~Over~~ the ~~last~~installation ~~three~~of ~~years~~buried cable, ~~other~~high ~~major customers have included counties~~ and ~~municipalities~~low ~~located~~voltage inelectric ~~Maryland;~~lines, ~~certain state government agencies in Maryland;~~ and ~~technology-oriented~~private ~~government~~area ~~contracting~~outdoor ~~firms~~lighting ~~in the Washington, D~~systems.C. ~~metropolitan~~Inside ~~area.~~premises ~~Through~~wiring anservices ~~acquisition~~include instructured ~~December~~cable ~~2021~~installations, ~~SMC~~terminations ~~expanded~~and ~~its~~connectivity ~~business~~that ~~footprint~~provide ~~into~~ the ~~Tidewater~~physical ~~area~~transport offor ~~Virginia.~~high-speed Indata, ~~November 2024~~voice, wevideo ~~hired a new chief executive officer for SMC who brings over 25 years of industry experience~~ and ~~will~~security ~~focus on expanding the market presence of the business segment~~networks.

~~The~~Consistently, ~~revenues~~a major portion of ~~SMC~~the ~~were~~segment’s ~~$13~~revenue-producing activity each year is performed pursuant to task or work orders issued under master agreements with major customers.5 ~~million~~Over recent years, ~~$14.3~~major ~~million~~customers ~~and~~have ~~$16.2~~included ~~million~~electricity ~~for~~cooperatives, ~~Fiscal~~counties ~~2025~~and municipalities, ~~Fiscal~~various ~~2024~~state government agencies, and ~~Fiscal~~technology-oriented ~~2023,~~government ~~respectively,~~contracting orfirms. ~~approximately~~Through 2%an acquisition in December 2021, 2%the ~~and~~segment 4%expanded its business footprint into the Tidewater area of ~~our~~Virginia. ~~consolidated~~In ~~revenues~~Fiscal 2025, we hired a new chief executive officer for the ~~corresponding~~segment with over 25 years, ~~respectively~~of industry experience who will focus on expanding the market presence of the business segment.

~~The~~Teledata ~~combined~~segment ~~operations~~revenues ofwere ~~SMC~~$20.6 ~~operate~~million, in$13.5 ~~the~~million ~~fragmented~~ and ~~competitive telecommunication and infrastructure services industry~~$14.3 Wemillion ~~compete~~for ~~with~~Fiscal ~~providers~~2026, ~~ranging~~Fiscal ~~from regional companies to larger firms servicing multiple regions~~2025, ~~as well as large national~~ and ~~multi-national~~Fiscal ~~contractors.~~2024, Werespectively, ~~believe~~representing ~~that~~approximately ~~we compete favorably with the other companies in our market space by emphasizing our high-quality reputation~~2.2%, ~~outstanding customer base~~1.5%, ~~security-cleared personnel~~ and ~~highly~~2.5% ~~motivated~~of ~~work~~our ~~force~~consolidated inrevenues ~~competing~~ for ~~larger~~the ~~and~~corresponding ~~more~~fiscal ~~diverse contracts~~years.

The segment operates in the fragmented and competitive telecommunication and infrastructure services industry. We compete with providers ranging from regional companies to larger firms servicing multiple regions, as well as large national and multi-national contractors. We believe that we compete favorably with the other companies in our market space by emphasizing our high-quality reputation, outstanding customer base, security-cleared personnel and highly motivated work force in competing for larger and more diverse contracts.

Employees

The total number of personnel employed by us at any one time is subject to the volume and nature of construction in progress and the relative amount of work performed by subcontractors. WeOur ~~had~~skilled 1craft workforce typically expands and contracts based on the number of active projects and the stage of the project cycle. However,~~595~~ ~~employees~~our non-craft workforce is currently at its highest level as we continue to support growth across all of our business segments. As of January 31, ~~2025~~2026, we had 1,409 employees, which includes craft and non-craft labor, substantially all of whom were full-time. We believe that our employee relations are generally good. We are committed to maintaining a stable and experienced workforce, and we consider employee retention to be an important factor in our ability to execute projects efficiently, meet customer expectations, and manage safety and quality performance. Our efforts to support employee retention include competitive compensation and benefits, regular communication between management and employees, training and professional development initiatives, and programs designed to promote workplace safety, employee engagement, and a culture of accountability.

~~Financing~~- ~~Arrangements~~7 -

Previously, we were a party to an amended and restated credit agreement (the “Expired Credit Agreement”) that provided us a lending commitment of $50.0 million, including a revolving loan and an accordion feature which allowed for an additional commitment amount of $10.0 million, subject to certain conditions. The expiration date of the Expired Credit Agreement was May 31, 2024.

On May 24, 2024, we executed the Second Amended and Restated Replacement Credit Agreement with an expiration date of May 31, 2027 (the “New Credit Agreement”) with Bank of America, N.A. (the “Bank”). The New Credit Agreement supersedes the Expired Credit Agreement, reduces the base lending commitment amount from $50.0 million to $35.0 million, increases the letter of credit fees to be consistent with current market conditions, and establishes the interest rate for revolving loans at the Secured Overnight Financing Rate (“SOFR”) plus 1.85%. In addition to the base commitment, the new facility includes an accordion feature that allows for an additional commitment amount of $30.0 million, subject to certain conditions. We may use the borrowing ability to cover other credit instruments issued by the Bank for our use in the ordinary course of business as defined in the New Credit Agreement. Further, on May 31, 2024, we entered into a companion facility, in the amount of $25.0 million, pursuant to which the Company’s Irish subsidiary, APC, may cause the Bank’s European entity to issue letters of credit on its behalf that are secured by a blanket parent company guarantee issued by Argan to the Bank. Despite the reduction in the base amount of the credit commitment provided by the New Credit Agreement, the increased accordion amount and the addition of the companion facility provide us with greater flexibility in managing our credit requirements, at a potentially lower cost.

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AtFinancing January 31, 2025 and 2024, we did not have any borrowings outstanding under the New Credit Agreement or the Expired Credit Agreement, respectively. At January 31, 2025, there were no outstanding letters of credit issued under the credit facilities.Arrangements

WeOn ~~have~~May ~~pledged~~24, ~~the~~2024, ~~majority~~we ofexecuted the ~~Company’s~~Second ~~assets~~Amended toand ~~secure~~Restated ~~its~~Replacement ~~financing~~Credit ~~arrangements.~~Agreement ~~The~~with ~~Bank’s~~an ~~consent~~expiration isdate ~~not~~of ~~required~~May ~~for acquisitions~~31, ~~divestitures,~~2027 ~~cash~~(the ~~dividends~~“Credit orAgreement”) ~~significant~~with ~~investments~~Bank asof ~~long~~America, asN.A. ~~certain~~(the ~~conditions~~“Bank”), ~~are~~which ~~met~~was amended on October 23, 2025. The ~~New~~ Credit Agreement ~~requires~~has ~~that~~a webase ~~comply~~lending ~~with~~commitment ~~certain~~amount ~~financial~~of ~~covenants~~$35.0 atmillion ~~its~~and ~~fiscal~~establishes ~~year-end~~the ~~and~~interest rate for revolving loans at ~~each~~the ~~fiscal~~Secured ~~quarter-end.~~Overnight ~~The~~Financing ~~New~~Rate ~~Credit~~(“SOFR”) ~~Agreement~~plus ~~includes~~1.85%. ~~other~~In ~~terms~~addition to the base commitment, ~~covenants~~the ~~and~~credit ~~events~~facility ofincludes ~~default~~an ~~that~~accordion ~~are~~feature ~~customary~~that allows for aan ~~credit~~additional ~~facility~~commitment amount of ~~its~~$30.0 ~~size~~million, ~~and~~subject ~~nature,~~to ~~including~~certain aconditions. ~~requirement~~We may use the borrowing ability to ~~achieve~~cover ~~positive~~other ~~adjusted~~credit ~~earnings~~instruments ~~before~~issued ~~interest,~~by ~~taxes,~~the ~~depreciation~~Bank ~~and~~for ~~amortization,~~our asuse ~~defined,~~in ~~over~~the ~~each~~ordinary ~~rolling~~course ~~twelve-month~~of ~~measurement~~business ~~period~~as defined in the Credit Agreement. AsFurther, ofon ~~January~~May 31, ~~2025~~2024, we ~~were~~entered ina ~~compliance~~companion ~~with~~facility, in the ~~financial~~amount ~~covenants~~of ~~and~~$25.0 ~~other~~million, ~~requirements~~pursuant to which an overseas subsidiary of the ~~New~~Company ~~Credit~~may ~~Agreement~~cause the Bank’s European entity to issue letters of credit on its behalf that will be secured by a blanket parent company guarantee that was issued by Argan to the Bank.

As of January 31, 2026 and 2025, we did not have any borrowings outstanding under the Credit Agreement. However, the Bank has issued a letter of credit in the amount of $0.3 million as of January 31, 2026. As of January 31, 2025, there were no outstanding letters of credit issued under the credit facilities.

We have pledged most of the Company’s assets to secure its financing arrangements. The Bank’s consent is not required for acquisitions, divestitures, cash dividends or significant investments as long as certain conditions are met. The Credit Agreement requires that we comply with certain financial covenants at each fiscal year-end and fiscal quarter-end. The Credit Agreement includes other terms, covenants and events of default that are customary for a credit facility of its size and nature, including a requirement to achieve positive adjusted earnings before interest, taxes, depreciation and amortization, as defined, over each rolling twelve-month measurement period. As of January 31, 2026, we were in compliance with the covenants and other requirements of the Credit Agreement.

Safety, Risk Management, Insurance and Performance Bonds

We are committed to ensuring that ~~the~~our employees ~~of each of our businesses~~ perform their work in a safe environment. We regularly communicate with our employees to promote safety and to instill safe work habits. ~~GPS,~~Each ~~APC,~~of ~~TRC~~our ~~and~~business ~~SMC~~segments ~~each~~ has an experienced full-time safety ~~director~~staff committed to ensuring a safe ~~work place~~workplace, as well as compliance with applicable permits, insurance and laws. Our ~~OSHA~~ reportable incident rates using OSHA methodology, weighted by hours worked ~~for~~by ~~all of~~ our subsidiaries, were 0.45, 0.56, 0.43, 0.60, ~~0.48~~ and 0.5548 for calendar years 2025, 2024, 2023, 2022, ~~2021~~ and ~~2020~~2021, respectively;. For calendar years 2024, 2023, 2022, and 2021, our rates were significantly lower than the national average rates in our industry (NAICS – 2379); the national average rate for ~~those~~calendar ~~years~~year 2025 has not yet been published by the Bureau of Labor Statistics.

In Fiscal 2024, we added a senior vice president, legal, to our headquarters staff. Among other duties, he contributes to and enhances our ongoing process of standardizing and minimizing the amount of commercial risk that our different operations accept in their customer contracts. ~~His legal and operations experiences in the construction industry represent solid qualifications for this effort.~~

We retain qualified insurance brokerage assistance in the regular evaluation of the adequacy of insurance coverage amounts and the annual negotiation of premium amounts in the areas of property and casualty insurance, general liability, umbrella coverage, director and officer insurance, cybersecurity insurance and other specialty coverages. In ~~Fiscal~~a ~~2023~~prior fiscal year, we purchased specialty insurance related to the full recovery of the research and development tax credits we claimed in our amended federal income tax returns for the year ended January 31, 2022 (“Fiscal 2022”) and the year ended January 31, 2021 (“Fiscal 2021”) (see Note 12 to the accompanying consolidated financial statements). We believe that our insurance coverage amounts are adequate, but not excessive, and provide the proper amounts of coverage where we believe insurable risks may exist.

Contracts with customers in each of our reportable business segments may require performance bonds, payment bonds, or other means of financial assurance to secure contractual performance. We maintain material amounts of cash, cash equivalents and short-term investments, and, as indicated above, we have the commitment of the Bank to issue irrevocable standby letters of credit up to an aggregate amount of $60.0 million under the credit facilities, with an accordion feature that would provide an additional Bank commitment of $30.0 million.

As- of8 January 31, 2025, the estimated amount of our unsatisfied bonded performance obligations, covering all of our subsidiaries, was approximately $0.7 billion. As of January 31, 2025, the outstanding amount of bonds covering other risks, including warranty obligations and contract payment retentions related to completed activities, was $25.2 million. Not all of our projects require bonding.-

Responsible Business

Our on-going commitment to environmental, health and safety, community outreach, corporate governance, and other public policy matters relevant to us is being supported by the responsible business committee of our board of directors. Its charter requires it to assist our senior management in: (a) setting our general strategy relating to responsible business matters, as well as developing, implementing, and monitoring initiatives and policies for us based on that strategy; (b) overseeing communications with employees, investors, and other stakeholders with respect to responsible business matters; and (c) anticipating and monitoring developments relating to, and improving management’s understanding of, responsible business matters.

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AResponsible ~~summary of our responsible business accomplishments in various areas over the past three years follows:~~ Business

●Our Weon-going ~~committed~~commitment to ~~investments~~environmental, ~~totaling~~health ~~$32~~and safety, community outreach, corporate governance, and other relevant public policy matters is supported by the responsible business committee of our board of directors.9 ~~million~~Its charter requires it to assist our senior management in: ~~solar~~(a) ~~energy~~setting ~~funds~~our general strategy relating to ~~secure~~responsible ~~portions~~business ofmatters, ~~the~~as ~~available~~well ~~investment~~as ~~tax~~developing, ~~credits~~implementing, and ~~tax~~monitoring ~~depreciation,~~initiatives ~~which~~and ~~facilitated~~policies ~~the~~for ~~construction~~us based on that strategy; (b) overseeing communications with employees, investors, and ~~deployment~~other ofstakeholders ~~multiple~~with ~~solar~~respect ~~array~~to ~~facilities~~responsible business matters; and (c) anticipating and monitoring developments relating to, and improving management’s understanding of, responsible business matters.

● Our employees continue to participate in available recycling programs at all of our facilities;

● We completed construction of a solar carport at our Glastonbury, Connecticut, office in Fiscal 2025;

● We hosted a food and supplies drive at the TRC offices in Winterville, NC, to support those impacted by Hurricane Helene in western North Carolina;

● We maintain a cross-subsidiary working group in order to identify additional actionable items including coordinated community service projects. As a result, employees from all levels of our Company have participated in projects such as Habitat for Humanity, Toys for Tots, Coats for Kids, school supply drives, clothing drives, food bank donation programs and Company-sponsored youth programs, while supporting meaningful apprenticeships and internships within our companies; and

● We provided training and issued periodic newsletters focused on improving employee awareness and health.

More information about our responsible business accomplishments can be found in the sustainability section of our website.

Several of our recent projects reflect our ongoing contributions to renewable power generation. During Fiscal 2024, we completed the Maple Hill Solar project, which is among the largest solar-powered energy plants in Pennsylvania, and we commenced activities on three solar and battery projects in Illinois. During Fiscal 2025, we commenced activities on a 405 MW solar project, also located in Illinois, leveraging pre-existing transmission and utility infrastructure from a nearby retired coal plant. During Fiscal 2025, we entered into an EPC contract for the construction of an approximately 300 MW biofuel power plant located in County Kerry, Ireland that will run on 100% sustainable biofuels, specifically hydrotreated vegetable oil, with the potential to convert its fuel source to hydrogen in the future. For Fiscal 2025, Fiscal 2024 and Fiscal 2023, the amounts of revenues earned by us and associated with renewable energy projects were 40.1%, 6.9% and 9.6%, respectively, of corresponding revenues for the power industry services segment. Based on our current project backlog of renewable projects in the amount of $578 million as of January 31, 2025, we expect that revenues associated with the performance of renewable energy projects will continue to represent meaningful portions of our power industry services segment and consolidated revenues over the coming years, although it is expected to decrease as a percentage of our consolidated revenues due to the expected growth of our non-renewable revenues.

Meanwhile, we believe that our gas-fired power plant construction business is valuable to the achievement of the net carbon emission reduction goals of the U.S., Ireland and the U.K. as we are recognized as an accomplished, dependable and cost-effective provider of construction services to gas-fired power plant owners. Like the U.S., Ireland and the U.K. are committed to the increase in energy consumption sourced from the sun and the wind on the pathway to net zero emissions. Other technologies will be required to support these renewable power sources and to provide electricity when power demands exceed the amount of electricity supplied by renewable energy sources. Maintaining necessary power reserves during the long transition period to zero emissions will require reliable conventional power generation sources, often natural gas-fired power plants.

For example, the Irish government’s policy related to the security of the electricity supply in Ireland confirms the requirement for the development of new support technologies to deliver on its commitment to have 80% of the country’s electricity generated from renewables by 2030. The policy emphasizes that this will require a combination of conventional generation (typically powered by natural gas), interconnection to other jurisdictions, demand flexibility and other technologies such as energy storage (i.e., batteries) and generation from renewable gases (i.e., biomethane and/or hydrogen produced from renewable sources). The Irish government has announced that the development of new conventional generation (including gas-fired generation) is a national priority and should be permitted and supported in order to ensure the security of electricity supply while supporting the growth of renewable electricity generation.

In the U.S., the Energy Information Administration (“EIA”) indicates that carbon emissions from the electric power sector declined by approximately 41% during the period 2005 through 2024. The primary reason for this decline was the replacement of coal-fired power plants with efficient gas-fired power plants. Natural gas is relatively clean burning, cost-

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effective, reliable and abundant. Finally, we note that the natural-gas fired power plants that we build are not sprawling facilities covering hundreds of acres. They can be constructed closer to where power is consumed, leading to fewer transmission lines and reduced line losses. They are constructed on relatively small sites and, once completed, typically have minimal impact on the surrounding green areas.

Materials Filed with the Securities and Exchange Commission (the “SEC”)

The public may read any materials that we file with the SEC at its public reference room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including us, at http://www.sec.gov.

We maintain a website on the Internet at www.arganinc.com that includes access to financial data. Information on our website is not incorporated by reference into this ~~2025~~2026 Annual Report. Copies of our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as well as our Proxy Statements, are available, as soon as reasonably practicable, after we electronically file such materials with, or furnish them to, the SEC, without charge and upon written request provided to our Corporate Secretary at Argan, Inc., 4075 Wilson Boulevard, Suite 440, Arlington, Virginia 22203.

ITEM 1A. RISK FACTORS.

Our business is challenged by a changing environment that involves many known and unknown risks and uncertainties. The risks described below discuss factors that have affected and/or could affect us in the future. There may be others. We may be affected by risks that are currently unknown to us or are immaterial at this time. If any such events did occur, our business, financial condition and results of operations could be adversely affected in a material manner. Our future results may also be impacted by other risk factors listed from time to time in our future filings with the SEC, including, but not limited to, our Annual Reports on Form 10-K and our Quarterly Reports on Form 10-Q. As the most significant portion of our consolidated entity is represented by the ~~power~~Power ~~industry services reportable business~~ segment, the risk factor discussions included below are focused on that business. However, as amany ~~large number~~ of these same risks exist for our other reportable segments, the ~~industrial~~Industrial ~~construction services~~ segment and the ~~telecommunications~~Teledata ~~infrastructure services~~ segment, a review and assessment of the following risk factors should be performed with those similarities in mind.

This section of our 2025 Annual Report may include projections, assumptions and beliefs that are intended to be “forward-looking statements.” They should be read in light of our cautionary statement regarding “forward-looking statements” presented at the beginning of this 2025 Annual Report.

Risks Related to Our Business

Demand for our services may decrease during economic downturns or unpredictable economic cycles, which ~~would~~could ~~most likely~~ affect our businesses adversely.

Substantial portions of the revenues and profits earned by our reportable business segments are generated from construction-type projects, the awarding and/or funding of which we do not directly control. The engineering and construction industry is ~~prone~~subject to cyclical fluctuations ~~influenced~~due byto ~~factors such as~~ economic ~~recessions~~conditions, ~~downturns in~~ project owners’ business cycles, ~~material~~labor ~~shortages~~and materials constraints, subcontractor ~~price hikes~~pricing, interest rate changes, and regulatory ~~and~~or political ~~change, and other external economic factors~~developments.

~~When~~During ~~the~~periods ~~general level~~ of reduced economic activity ~~deteriorates~~, ~~uncertainty~~customers ~~about~~may ~~future~~delay, ~~business prospects increases~~reduce, ~~prompting clients to potentially delay~~ or cancel projects., ~~This~~including ~~includes~~ new construction ~~projections~~, maintenance ~~on major power plant components~~, repairs, toand ~~damaged or worn equipment or other plant~~ outage work. ~~The~~In addition, adverse ~~financial condition of the~~ industry ~~could~~conditions ~~diminish~~may reduce our customers’ ability ~~and~~or willingness to fund capital expenditures ~~or pursue significant projects in the future~~. ~~Furthermore,~~These ~~specific economic, regulatory and market~~ conditions ~~affecting~~could ~~our~~result ~~clients may lead to a decrease~~ in ~~demand for our services, causing~~ delays, reductions, or cancellations of projects ~~essential~~that are important to our ~~future~~ business ~~forecasts~~and future results.

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Future revenues are dependent on the awards of utility-scale natural gas-fired and renewable energy EPC projects to us, the receipt of corresponding full notices-to-proceed, and our ability to successfully complete the projects that we start.

~~The~~Most ~~majority~~ of our consolidated revenues ~~relate~~are togenerated ~~performance~~ by the ~~power~~Power ~~industry services~~ segment, which represented 7980.1%, 7379.3% and 7672.6% of consolidated revenues for Fiscal ~~2025~~2026, Fiscal ~~2024~~2025 and Fiscal ~~2023~~2024, respectively. ~~GPS,~~The ~~the~~Power ~~major business component of this~~ segment, earns ~~the~~most ~~substantial portion~~ of its revenues from ~~execution on~~ long-term natural gas-fired EPC services contracts. ~~with~~In ~~project~~addition, ~~owners.~~a A significant portion of our consolidated revenues ~~each~~in any given year ismay ~~generally~~be derived from ~~EPC services provided to~~ a ~~small~~limited number of customers, ~~which~~and ~~can~~customer concentration may vary from year to year ~~(see Note 16 to the accompanying consolidated financial statements)~~.

WeContracts ~~have~~may ~~successfully~~be ~~built~~delayed ~~utility-scale~~or ~~solar~~canceled ~~and~~after ~~wind farms~~award, ~~biomass-fueled~~and ~~power~~project ~~plants~~commencement ~~and~~is ~~biodiesel~~often ~~energy~~subject ~~facilities~~to inreceipt ~~the~~of ~~past,~~a ~~and~~notice weto ~~have~~proceed. ~~renewed~~Failure ~~the~~to ~~pursuit~~secure offuture ~~renewable~~EPC ~~energy~~project ~~projects~~awards, ~~that~~obtain ~~will~~notices ~~complement~~to ~~our~~proceed, ~~natural~~or ~~gas-fired~~successfully ~~EPC~~complete ~~services~~awarded projects, ~~which~~could ~~will~~adversely ~~remain~~affect ~~the~~our ~~core~~future ~~business~~revenues, ~~development~~profitability, ~~focus~~and ~~going~~cash ~~forward~~flows.

AtOur ~~times,~~financial weresults may befluctuate ~~awarded~~due ~~contracts for which commencement of project activities are delayed or canceled. Our ability~~ to ~~sustain revenues depends on many factors including~~ the ~~ability~~timing of ~~the~~large power industry services business to not only win the awards of significant new EPC projects, but to obtain the corresponding full notices-to-proceed and to complete its projects successfully. Failure to obtain future awards for the construction ~~of utility-scale energy facilities and the corresponding notices to proceed with contract activities, as well as any failure to successfully complete such~~ projects~~, would have adverse effects on our future revenues, profits and cash flows~~.

Our ~~dependence~~Power segment performs work on a limited number of large construction ~~contracts~~projects during any given fiscal reporting period. Revenue for these projects is generally recognized over time based on progress toward completion, which is often measured using costs incurred. The timing of equipment purchases, subcontractor services, and other project activities may vary over the life of a contract, which can result in ~~uneven~~fluctuations ~~financial~~in quarterly or annual revenues and operating results. In addition, the timing of project commencements and completions may contribute to variability in reported results between periods. As a result, our consolidated revenues, cash flows from operations, net income and earnings per share may vary from period to period.

Our power industry services activities in any one fiscal reporting period are concentrated on a limited number of large construction projects for which we recognize revenues over time as we transfer control of the project asset to the customer. To a substantial extent, our contract revenues are based on the related amounts of costs incurred. As the timing of equipment purchases, subcontractor services and other contract events may not be evenly distributed over the terms of our contracts, the amount of total contract costs may vary from quarter to quarter, creating uneven amounts of quarterly and/or annual consolidated revenues. In addition, the timing of contract commencements and completions may exacerbate the uneven pattern. As a result of the foregoing, future reported amounts of consolidated revenues, cash flow from operations, net income and earnings per share may vary in uneven patterns and may not be indicative of the operating results expected for any other fiscal period; thus, rendering consecutive quarter comparisons of our consolidated operating results a less meaningful way to assess the growth of our business.

Actual results could differ from the assumptions and estimates used to prepare our consolidated financial statements.

ToThe ~~prepare~~preparation of consolidated financial statements in conformity with ~~accounting principles generally accepted in the~~ U.S., weGAAP ~~are~~requires ~~required~~management to make estimates, assumptions, and judgments asthat ~~of the date of such financial statements, which~~ affect the reported ~~values~~amounts of assets and liabilities, revenues and expenses, and ~~disclosures~~related ~~of contingent assets and liabilities~~disclosures.

For ~~each of our~~ fixed-price customer contracts, we recognize revenues over ~~the~~time ~~life of the contract as performance obligations are completed by us~~ based on the proportion of costs incurred to date ~~compared~~relative ~~with~~to ~~the~~ total ~~costs~~ estimated ~~to be incurred for the entire project, and by using the resulting percentage to update the recorded amounts of project-to-date revenues~~costs. We review and ~~make~~update ~~necessary revisions to the amounts of~~ estimated ~~future~~ costs ~~on a~~ monthly ~~basis~~. InContract ~~addition, contract~~ results may also be ~~impacted~~affected by ~~our~~ estimates ofrelated ~~the~~to ~~amounts of~~ change orders ~~that we expect to receive~~ and ~~our~~the ~~assessment~~resolution of ~~any~~ contract disputes ~~that may arise~~. ~~The~~Changes ~~effects~~in ~~on revenues of changes to the amounts of~~ contract values ~~and~~or estimated costs ~~are~~may ~~recorded~~result asin cumulative catch-up adjustments ~~when~~to ~~the~~revenue ~~amounts are known~~ and ~~can~~profit, bewhich ~~reasonably estimated. These revisions can occur at any time and~~ could be material. ~~Given~~Actual ~~the uncertainties associated with the types of customer contracts that we are awarded, it is possible for~~ contract values and ~~actual~~ costs tomay ~~vary~~differ from estimates ~~previously made~~, which ~~may~~could ~~result~~reduce ~~in reductions~~ or ~~reversals~~reverse of previously ~~recorded~~recognized revenues and profits. Our disclosures of Critical Accounting Policies and Estimates (see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations) include an expanded discussion of the estimates, judgments and assumptions that our revenue recognition accounting may require.

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Among the other areas that could require significant estimates by our management are the following:

●

the assessment of the value of goodwill and recoverability of other intangible assets;

●

the determination of provisions for income taxes, the accounting for uncertain income tax positions and the establishment of valuation allowances associated with deferred income tax assets;

●

the determination of the fair value of stock-based incentive awards;

●

the determination of the allowance for doubtful accounts; and

●

accruals for estimated liabilities, including any losses related to legal matters.

Our actual business and financial results could differ from our estimates, which may impact future profits.

Project backlog amounts may be uncertain indicators of future revenues as project realization may be subject to unexpected adjustments, delays and cancellations.

Project cancellations or scope modifications may occur that could reduce the amount of our project backlog and the associated revenues and profits that we ~~actually~~ earn. Our projects generally provide our customers with the right to terminate existing contracts unilaterally at their convenience as long as they compensate us for work already completed and compensate us for the additional costs incurred by us to terminate corresponding ~~subcontract~~subcontracts, terminate equipment orders, and demobilize and vacate construction sites. These costs would most likely be meaningful. Should any unexpected delay, suspension or termination of the work under such projects occur, our results of operations may be materially and adversely affected. Although we believe that the customer commitments represented by project backlog are firm, we cannot guarantee that amounts in project backlog will be recognized as future revenues or will result in profitable operating results.

~~Unsuccessful efforts to develop energy plant projects could result in write~~-~~offs~~ ~~and~~10 ~~the loss of future business.~~-

The development of a power plant construction project is expensive. The developers of power projects may form single purpose entities, such as limited liability companies, limited partnerships or joint ventures, to perform the development activities, which are typically funded by external sources. Periodically, we provide financial support to new projects during their development phase to improve their viability and enhance our likelihood of securing the EPC contract for power plant construction.

We have provided funding to special-purpose entities for gas-fired power plant projects during the development phase, leading to the return of our initial investment, the awarding of EPC contracts with authorization to start construction, and the receipt of success fees. While some of these initiatives have yielded positive results, others have not, resulting in the write-off of loan and interest balances and the loss of potential construction projects. In Fiscal 2025, we funded a loan to a special purpose entity in the amount of $5.0 million to support the development phase of a natural gas-fired power plant project (see Note 18 to the accompanying consolidated financial statements).

Future bonding requirements may adversely affect our ability to compete for new energy plant construction projects.

Our construction contracts frequently require that we obtain payment and/or performance bonds from surety companies on behalf of project owners as a condition to the contract award. Historically, we have had a strong bonding capacity. Under standard terms, surety companies issue bonds on a project-by-project basis and can decline to issue bonds at any time or require the posting of additional collateral as a condition to issuing any bonds. Not all of our projects require bonding.

Market conditions, changes in our performance or financial position, changes in our surety’s assessment of its own operating and financial risk, or larger future projects could cause our surety company to decline to issue, or substantially reduce, the amount of bonding available for our work and/or could increase our bonding costs. These actions can be taken on short notice. If our surety company were to limit or eliminate our access to new bonds, our alternatives would include seeking bonding capacity from other surety companies, joint venturing with other construction firms, increasing business with clients that do not require bonds or posting other forms of collateral for project performance, such as letters of credit or cash. We may be unable to make alternative arrangements in a timely manner, on acceptable terms, or at all. Accordingly, if we were to experience an interruption, reduction or other alteration in the availability of bonding capacity, we may be unable to compete for or work on certain projects.

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Unsuccessful efforts to develop energy plant projects could result in write-offs and the loss of future business.

Future bonding requirements may adversely affect our ability to compete for certain projects.

Our construction contracts frequently require payment and/or performance bonds from surety companies as a condition of contract award. Although we have historically maintained sufficient bonding capacity, sureties typically issue bonds on a project-by-project basis and may require additional collateral or adjust bonding terms. Changes in market conditions, our financial position, project size, or a surety’s assessment of risk could affect the availability or cost of bonding. If bonding capacity were to become more limited, we could seek bonding from other surety providers, pursue joint ventures, increase work with clients that do not require bonds, or provide other forms of project security, such as letters of credit or cash. However, if adequate bonding or alternative arrangements were not available, our ability to compete for certain projects could be affected.

Our results could be adversely affected by natural disasters, human-made disasters or other catastrophic events.

Natural disasters, such as hurricanes, tornadoes, blizzards, floods and other adverse weather conditions; or other catastrophic events such as fires, public health crises, pandemics, geopolitical conflicts, terrorism and civil disturbances could disrupt our operations or the operations of one or more of our vendors or customers. InThese ~~particular, these~~ types of events could shut down our construction job sites or fabrication facility for indefinite periods of time, disrupt our product supply chain or could cause our customers to delay or cancel projects. To the extent any of these events occur, our operations and financial results could be adversely affected.

~~The~~Geopolitical ~~adverse~~conflicts ~~effects~~and ofrelated ~~the~~global ~~war~~disruptions inmay ~~Ukraine~~also ~~spread~~adversely ~~globally.~~affect ~~The~~energy ~~prolonged~~markets ~~disruption~~and bysupply ~~Russia~~chains. ofFor example, the ~~supply~~war ~~and~~in ~~prices~~Ukraine ofand ~~oil~~other ~~and~~international ~~natural~~conflicts ~~gas~~have ~~provided~~contributed to ~~Western~~volatility ~~European~~in ~~nations~~global ~~adversely~~energy ~~affected~~supply ~~the~~and ~~economies~~pricing, ofincreased ~~those~~transportation ~~countries.~~costs, ~~Western~~shipping ~~European~~disruptions, ~~nations~~and ~~were~~delays ~~forced~~in tothe ~~search~~delivery ~~for alternative supplies~~ of ~~oil~~materials and ~~natural~~equipment. ~~gas~~In ataddition, ~~higher~~escalation ~~prices~~of ormilitary ~~through~~conflict ~~more~~involving ~~complicated~~Iran ~~transit~~could ~~routes,~~disrupt ~~further disrupting~~ global ~~supply~~oil ~~chains.~~and ~~Many resorted to seeking alternative energy sources, such as~~ liquefied natural gas (“LNG”) markets, ~~which~~including ~~involves~~potential ~~infrastructure~~impacts ~~challenges and elevated costs. In addition~~ to ~~energy~~shipping ~~supply~~through ~~disruptions, activities conducted by Yemen-based terrorist groups significantly endangered the~~ key ~~shipping~~transit ~~route between the Red Sea and the Indian Ocean~~routes. These ~~actions~~conditions ~~led~~may toincrease ~~rerouting~~project ~~shipping vessels~~costs, ~~longer~~delay ~~transit times~~schedules, ~~and~~or ~~increased~~reduce ~~freight~~demand ~~costs,~~for ~~compounding~~certain ~~global supply chain challenges~~projects.

WeAlthough ~~have protections in~~ our contracts with ~~major~~certain customers ~~that~~include ~~provide~~provisions ~~certain~~intended ~~relief~~to ~~that~~provide ~~helps~~limited torelief ~~mitigate~~from ~~certain~~some ~~financial~~of ~~risks.~~these ~~However~~risks, the effectiveness of ~~these~~such ~~protections~~protection may bedepend ~~limited~~on by factors outside our control, including the financial ~~strength~~condition of ~~the~~our ~~customer~~customers. The ~~extent~~ultimate toimpact ~~which~~of natural disasters, human-made disasters, or other catastrophic events ~~could~~depends ~~harm~~on usthe ~~depends~~severity, onduration, and geographic scope of the ~~impact~~event, onas ~~our~~well as its effects on customers, supply chains, labor ~~forces~~availability, and ~~numerous~~broader ~~other~~economic ~~evolving~~conditions. Any of these factors could adversely affect our business, financial condition, and results of operations.

~~Continuing~~Disruptions ~~disruptions~~or tounfavorable ~~capacity~~changes ~~auctions~~in ~~and~~power ~~corresponding~~market ~~prices~~economics, including reductions in spark spreads or changes in capacity market pricing, could reduce ~~the~~ demand for new power ~~plants~~generation projects in acertain ~~primary business region~~regions.

Historically, a ~~number~~portion of our EPC ~~service~~business ~~contracts~~has ~~related~~been todriven by the ~~construction~~development of ~~natural gas~~utility-~~fired~~scale power ~~plants~~generation ~~located~~projects. ~~within~~In ~~the~~many ~~Mid-Atlantic~~regions, ~~geographic footprint of~~ the ~~electric~~economic ~~power~~viability ~~system~~of ~~operated~~new bygeneration ~~PJM~~projects ~~Interconnection~~depends ~~LLC~~on ~~(“PJM”).~~the ~~This~~expected ~~entity~~margin ~~operates~~between awholesale ~~capacity~~electricity ~~market~~prices toand ~~ensure long-term grid reliability by securing~~ the ~~appropriate~~cost ~~amount~~ of ~~power~~fuel ~~supply~~and ~~resources~~operations, ~~needed~~commonly referred to ~~meet~~as ~~forecasted~~the ~~energy~~spark ~~demands~~spread. ~~Capacity~~ ~~payments~~In ~~represent~~certain ~~meaningful~~wholesale ~~portions~~markets, ofproject ~~the~~economics ~~revenue~~may ~~streams~~depend ofin ~~qualifying~~part ~~power~~on ~~plants.~~revenues Asfrom acapacity ~~result~~markets ofthat ~~delays~~compensate ~~and~~power ~~changes~~generators tofor ~~the~~maintaining available capacity ~~auction~~to ~~process,~~support ~~energy~~grid ~~prices resulting from the auctions have fluctuated~~reliability. ~~The~~Declines ~~PJM~~in ~~capacity~~spark ~~auction~~spreads ~~process~~resulting ~~continues~~from tolower ~~change~~power ~~due~~prices, tohigher ~~inputs~~fuel ~~from~~costs, ~~various~~or ~~stakeholders~~other ~~and~~market ~~the~~conditions, ~~Federal~~as ~~Energy~~well ~~Regulatory~~as ~~Commission~~decreases ~~(“FERC”). Uncertainty~~ in ~~this~~capacity market, ~~including~~prices ~~the~~or ~~difficulties~~changes ~~experienced~~to bycapacity ~~PJM~~market inrules ~~implementing~~that areduce ~~capacity~~expected ~~auction~~revenues, ~~design~~could ~~that~~reduce ~~all~~the ofexpected ~~its~~returns ~~stakeholders~~on ~~consider~~new topower begeneration ~~fair,~~projects ~~may~~and discourage ~~potential~~or ~~power~~delay ~~plant~~project ~~owners~~development. ~~from~~If ~~commencing~~fewer ~~the~~projects ~~development~~are ofdeveloped ~~new~~in ~~power~~regions ~~plants~~important into ~~this~~our ~~area~~business, ~~thereby~~our ~~reducing~~revenues, ~~potential~~profitability, ~~new~~and ~~business~~cash ~~opportunities~~flows ~~for~~could usbe adversely affected.

~~Artificial~~- ~~intelligence~~11 ~~poses risks that could adversely affect our business, results of operations, and financial condition.~~-

The use of artificial intelligence, machine learning, data science, and similar technologies (collectively, “AI”) in our business presents risks and challenges that could have a material adverse effect on our business, results of operations, and financial condition. Currently, our use of AI is limited, but we may expand its integration into our business processes and solutions in the future. AI, including third-party AI tools, may be used in areas such as knowledge retention, risk detection, and virtual assistance. While these technologies have the potential to enhance efficiency and decision-making, they also pose significant risks, including reliability issues, data security concerns, regulatory challenges, and unintended consequences. AI algorithms may be flawed or biased. As a result, the content, analysis, or recommendations generated by these tools may be inaccurate, incomplete, or misleading. Unauthorized or improper use of AI tools—whether by employees, vendors, or third parties—could lead to breaches of confidentiality, data privacy violations, or the loss of proprietary information, potentially resulting in competitive harm, reputational damage, regulatory investigations, and legal liability. Additionally, we may have limited control or visibility into how third-party AI tools and AI-powered features in third-party products process and protect our data, even where we have sought contractual protections. As our reliance on AI evolves, we will continue to assess and mitigate these risks accordingly.

Finally, our competitors may adopt and implement AI technologies more effectively or rapidly than we do, potentially giving them a competitive advantage. If we are unable to adopt and integrate AI tools in a cost-effective and timely manner, our business, financial condition, and results of operations could be materially and adversely affected.

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Artificial intelligence poses risks that could adversely affect our business, financial condition, and results of operations.

We may use artificial intelligence, machine learning, and similar technologies (“AI”), including AI-enabled features in third-party products, to support our business processes. Although our current use of AI is limited, we may expand our use of these technologies over time.

AI creates data security, confidentiality, and privacy risks. Unauthorized or improper use of AI tools by employees, vendors, or third parties could result in the disclosure of sensitive or proprietary information, including customer information, pricing, contract terms, and other confidential business data. In addition, we may have limited control over how third-party AI tools process, store, or protect data, even where contractual protections are in place. AI-related laws, regulations, and contractual requirements are evolving and may impose additional compliance costs, restrict our use of AI, or expose us to regulatory investigations, litigation, or liability. Any of these risks could adversely affect our business, financial condition, and results of operations.

Risks Related to Our Market

If the price of natural gas increases or becomes more volatile, the demand for our construction services could decline.

~~The~~A ~~growth~~significant portion of our power construction business has historically been ~~substantially~~supported ~~based~~by on the ~~number~~development of combined -cycle natural gas-fired power plants ~~built by us, as many coal-fired plants have been shut down~~. The ~~use~~economics of ~~coal~~these asprojects, aand ~~power source has been adversely affected significantly by~~ the ~~plentiful~~willingness ~~supply~~ of ~~inexpensive~~developers ~~natural gas that is available through the combined use of hydraulic fracturing~~ and ~~horizontal~~lenders ~~drilling.~~to ~~However~~finance them, ~~the~~are ~~share~~sensitive ofto ~~electricity generated by~~ natural gas isprices ~~particularly~~and ~~reactive~~related inmarket ~~the~~expectations. ~~short~~If ~~term to changing~~ natural gas prices. ~~Even~~increase ~~though~~or ~~current~~become ~~natural~~more ~~gas prices are generally low~~volatile, ~~higher~~developers ~~than~~may ~~expected natural gas prices in the future~~delay, ~~even for just the short term~~reduce, ~~could~~or ~~have~~cancel ~~adverse effects on the ability of independent power producers to obtain construction and permanent financing for~~ new natural gas-fired ~~power~~generation ~~plants.~~projects ~~Additionally,~~or ~~the increasing exports of LNG from the U.S. to global markets~~ may ~~impact~~be ~~the~~unable ~~overall price of natural gas domestically. As LNG exports grow~~ to ~~meet~~obtain ~~international~~construction ~~demand,~~or ~~the~~permanent ~~domestic~~financing ~~supply~~on ofacceptable ~~natural gas could tighten, potentially driving up prices and increasing market volatility~~terms. ~~Such price increases could further affect the economic feasibility of new domestic natural gas-fired power plants.~~

Natural gas prices may be affected by a variety of factors, including changes in domestic supply and demand dynamics, increased U.S. LNG exports, and regulatory developments affecting natural gas production. A significant portion of U.S. natural gas supply is produced using hydraulic fracturing and horizontal drilling, which remain subject to evolving federal, state, and local regulation and public opposition. If these or other factors limit natural gas production or increase price volatility, the economic attractiveness of natural gas-fired power plants could decline. Any reduction in the development of new natural gas-fired power plants could reduce demand for our EPC services and adversely affect our revenues, profitability, and cash flows.

Soft demand for electrical power may cause deterioration in our financial outlook.

Forecasts generally indicate a significant ~~surge~~increase in electricity demand in the United States for the foreseeable future, driven largely by the expansion in the number of data centers, the increase in electric vehicle sales, and the onshoring of manufacturing facilities. We believe that these trends have resulted in increased ~~demands~~demand for our EPC contract services. However, future softness in the demand for electrical power in the U.S. could result in the delay, curtailment or cancellation of future gas-fired power plant projects, thus decreasing the overall demand for our EPC services and adversely impacting the financial outlook for our ~~power~~Power ~~industry services~~ business.

Intense global competition for engineering, procurement, and construction contracts could reduce our market share.

The ~~competitive landscape in the~~ EPC ~~services~~ market for ~~natural gas~~utility-~~fired~~scale power ~~plants~~generation ~~was~~projects ~~altered~~is ~~several~~highly ~~years~~competitive ~~ago~~and assubject ~~certain~~to ~~significant~~changes ~~competitors~~in ~~announced~~participant ~~their~~strategies ~~exit~~over ~~from~~time. ~~the~~While ~~market~~certain ~~for~~competitors ahave ~~variety~~reduced oftheir ~~reasons.~~participation ~~Others~~in ~~have~~this ~~announced~~market ~~intentions~~or tolimited ~~avoid~~their ~~entering~~willingness ~~into~~to enter fixed-price contracts, ~~citing~~other ~~the~~competitors ~~disproportionate~~remain ~~financial~~well-capitalized ~~risks~~and ~~borne~~have bysignificant ~~contractors. However~~personnel, ~~the market remains dynamic~~equipment, and ~~remaining~~operating ~~competitors~~scale. ~~include~~In ~~committed~~addition, ~~multi-billion-dollar~~as ~~companies with thousands of employees. As~~ utilities and developers ~~seek~~pursue tonew ~~expand~~ generation capacity, ~~more~~additional firms may re-enter ~~the market, either by restarting their EPC operations, expanding their capabilities,~~ or ~~shifting~~expand their ~~contracting~~participation ~~strategies to re-engage~~ in ~~bidding~~the market.

~~Competing~~Our ~~effectively~~ability into ~~our~~compete ~~market~~effectively ~~requires~~depends ~~substantial~~on factors including financial ~~resources~~strength, ~~the~~access ~~availability~~to of skilled ~~personnel~~labor and equipment, ~~when~~execution ~~needed~~performance, and the effective use of technology. ~~Meaningful~~Competitive ~~competition~~pressures ismay ~~expected~~require us to ~~continue~~accept inlower ~~the domestic market~~margins, ~~and~~assume ~~could~~greater ~~increase~~contractual ~~in the Irish and U.K markets~~risk, ~~presenting~~or usoffer ~~with~~more ~~significant~~favorable ~~challenges~~terms to ~~our achieving strong growth rates and acceptable profit margins~~customers. If we are unable to ~~meet~~compete ~~these~~successfully ~~competitive challenges~~ and to win ~~the awards of~~ new projects ~~that~~on ~~provide~~acceptable ~~desirable margins~~terms, we could lose market share ~~to our competitors~~, experience ~~overall~~reduced ~~reductions in future~~ revenues and ~~profits~~profitability, or incur losses on individual projects.

~~The continuous rise in renewables could possibly reduce the number of future gas~~-~~fired~~ ~~power~~12 ~~plant projects.~~-

The net amount of electricity generation in the U.S. provided by utility-scale solar and wind facilities continues to rise. Impetus for this growth has been provided by various factors including laws and regulations that discourage new fossil-fuel burning power plants, federal support for new carbon-reduction technologies, environmental activism, income tax advantages that promote the growth of solar and wind power, the decline in the costs of renewable power plant components and power storage, and the increase in the scale of energy storage capacity. Should the pace of development for renewable energy facilities, including solar and wind power plants, accelerate at faster rates than projected or drive a faster migration from base load to peak load power plants, the number and/or value of future natural gas-fired construction project opportunities for us may fall, which could adversely affect our future revenues, profits and cash flows.

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~~Unexpected~~Changes ~~and adverse changes~~ in ~~the~~electricity ~~foreign~~generation ~~countries~~resource inmix ~~which we operate~~ could ~~result~~affect indemand ~~project~~for ~~disruptions,~~new ~~increased~~natural ~~costs~~gas-fired ~~and~~power ~~potential~~plant ~~losses~~projects.

~~Our~~Electricity ~~business~~generation isfrom ~~subject~~utility-scale renewable resources, including solar and wind, continues to ~~overseas~~increase ~~economic~~in the United States. This growth has been supported by regulatory and ~~political~~policy ~~conditions~~initiatives, ~~that~~tax ~~change~~incentives, ~~for~~declining ~~reasons~~technology ~~which~~and ~~are~~storage ~~beyond~~costs, ~~our~~and ~~control~~increasing energy storage capacity. ~~Such~~As ~~changes~~a result, utilities and developers may ~~have~~place ~~unfavorable~~greater ~~consequences~~emphasis ~~for~~on ~~us.~~renewable ~~Operating~~and instorage ~~the~~solutions ~~European~~when ~~marketplace,~~planning ~~which~~future ~~for~~generation uscapacity. ~~exists~~If ~~primarily~~the indevelopment ~~Ireland~~of renewable energy and ~~the~~energy ~~U.K.~~storage accelerates faster than anticipated, ~~may~~or ~~expose~~if uspower tomarkets ashift away from baseload generation toward alternative generation or peak-load solutions, the number or size of ~~risks~~new ~~including:~~natural gas-fired power plant projects could decline. Any such reduction in demand could adversely affect our future revenues, profitability, and cash flow.

●Unexpected ~~abrupt~~ changes in ~~domestic~~the ~~and/or~~ foreign ~~government~~countries ~~policies,~~in ~~laws,~~which ~~treaties~~we ~~(including~~operate ~~those~~could ~~impacting~~result ~~trade)~~in project disruptions, ~~regulations~~increased orcosts ~~leadership;~~and potential losses.

A portion of our business is conducted outside the United States, primarily in Ireland and the U.K. Our international operations are subject to economic, political, regulatory, and social conditions that may change rapidly and are outside our control. These risks include:

●

changes in government policies, laws, regulations, treaties, or leadership;

●

embargoes or other trade restrictions, including sanctions;

● restrictions on ~~currency~~the movement of currency or capital;

●

tax or tariff increases;

●

currency exchange rate fluctuations;

●

changes in labor conditions and difficulties in staffing and managing overseas operations; and

●

other social, political and economic instability.

Our level of exposure to these risks will vary onfor each significant project we perform overseas, depending on the location and the ~~particular~~ stage of the project. To the extent that our international business is affected by unexpected and adverse foreign economic changes, including trade retaliation from certain countries, we may experience project disruptions and losses which could significantly reduce our consolidated revenues and profits, or could cause losses reflected at the consolidated level.

Risks Related to the Regulatory Environment

We are required to comply with environmental laws and regulations that may add unforeseen costs to our businesses.

Our operations are subject to compliance with federal, state and local environmental laws and regulations, including those relating to discharges to air, water and land, the handling and disposal of solid and hazardous waste, and the cleanup of properties affected by hazardous substances. Certain environmental laws impose substantial penalties for non-compliance and others, ~~such as the U.S. Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”),~~ impose strict, retroactive, and joint and several liability upon persons responsible for releases of hazardous substances. WeCompliance ~~continually~~obligations ~~evaluate~~and ~~whether~~enforcement wepriorities ~~must~~may ~~take~~change ~~additional~~over ~~steps to ensure compliance with environmental laws; however~~time, ~~there can be no assurance that these requirements will not change~~ and ~~that~~ compliance ~~will not add~~ costs tocould ~~our~~increase ~~projects~~and ~~that could~~ adversely affect our ~~operating~~ results inof ~~the future~~operations.

~~Regulations~~In ~~surrounding~~addition, regulations and stakeholder expectations relating to greenhouse gas emissions disclosures and sustainability reporting ~~continue~~are toevolving ~~evolve~~and ~~rapidly,~~vary ~~with compliance requirements varying~~ by jurisdiction. In the jurisdictions we operate, governments and regulatory bodies vary in their support of or opposition to sustainability matters, leading to rapid shifts in reporting obligations. ~~For~~New ~~instance,~~or ~~the~~expanded ~~European~~reporting ~~Union~~requirements, ~~adopted~~including ~~the~~those ~~Corporate~~adopted ~~Sustainability~~or ~~Reporting~~proposed ~~Directive (“CSRD”)~~ in ~~late~~the ~~2022, requiring comprehensive disclosures on a broad spectrum of sustainability topics~~U. ~~Similarly~~S., inthe ~~October~~European ~~2023~~Union, ~~California enacted emissions~~ and ~~climate~~certain ~~risk legislation with distinct and comprehensive reporting mandates. In March 2024~~states, ~~the~~may ~~SEC~~require ~~introduced~~us ~~regulations requiring public companies~~ to ~~incorporate~~collect ~~detailed~~additional ~~climate~~data, ~~risk~~enhance ~~disclosures~~internal ~~in their annual reports and registration statements~~controls, ~~with~~obtain ~~certain disclosures subject to phased~~third-inparty assurance ~~requirements. However~~, ~~the~~and ~~future~~devote ofsignificant ~~these~~management ~~rules~~time ~~remains~~and ~~uncertain due to ongoing legal challenges~~resources. ~~Notably,~~These ~~in April 2024, the SEC issued an order staying implementation of the new disclosure regulations pending the resolution of certain challenges. Compliance with and monitoring of these evolving~~ requirements may ~~result~~also inbe ~~additional~~subject ~~costs~~to ~~and~~legal, ~~resource allocation~~regulatory, ~~potentially~~or ~~diverting~~political ~~management’s~~changes ~~focus~~that ~~from~~create ~~other~~uncertainty ~~critical operational~~ and ~~financial~~additional ~~priorities~~compliance burdens.

~~Expectations~~Compliance with and monitoring of ~~customers~~these ~~and~~evolving ~~investors~~requirements may ~~change~~increase ~~with~~our ~~respect~~costs, torequire ~~sustainability~~significant ~~practices~~resource allocation, ~~which~~and ~~may~~divert ~~impose~~management’s ~~costs~~attention orfrom ~~impact~~other ~~our~~operational ~~ability~~and tofinancial ~~obtain financing~~priorities.

~~Customer and investor standards, which are ever~~-~~evolving,~~ ~~may~~13 include a focus on environmental, social and governance practices of the companies with which they work or in which they invest. Customers may require that we meet their standards before granting us projects, which may create additional costs to us. If our sustainability practices do not ultimately meet customer expectations, we may not win projects. Investors, who may become wary of funding power services ventures with sustainability practices unacceptable to them, may decide to reallocate capital to other enterprises. -

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~~Investors~~Changes ~~and~~in ~~lenders~~U.S. ~~may~~trade bepolicy, ~~generally~~including ~~unwilling~~the toimposition ~~provide~~of ~~capital~~tariffs, ~~for~~could ~~energy~~increase ~~projects~~our tocosts, ~~increase~~disrupt ~~the~~supply ~~domestic~~chains, ~~production~~ and ~~transmission~~reduce ofdemand ~~oil~~for ~~and~~construction ~~natural gas~~projects.

~~The~~Changes in U.S. trade policy, including the imposition or expansion of tariffs, bytrade ~~the~~restrictions, ~~Trump~~export ~~Administration~~controls, ~~may~~or ~~impact~~other ~~the~~regulatory ~~construction~~measures ofaffecting ~~power~~imports ~~plants~~or international supply chains, could increase the cost or ~~other~~reduce ~~construction~~the ~~projects~~availability of materials, equipment, and components used in our ~~subsidiaries~~projects. Such measures may also result in import delays, longer lead times, or supply chain disruptions. Responding to changes in trade policies and supply chain conditions may also require increased management attention and result in additional administrative costs.

~~President~~Higher ~~Trump~~costs ~~has~~or ~~proposed~~supply ~~heavy~~constraints ~~tariffs~~could onincrease ~~imports~~project ~~from~~costs ~~several~~or ~~nations,~~affect ~~including~~project aschedules. ~~significant~~Although ~~levy~~our oncontracts ~~imports~~may ~~from~~include ~~Canada,~~provisions ~~Mexico~~that ~~and~~address ~~China.~~certain ~~These~~changes ~~measures~~in ~~are~~project ~~expected~~costs toor ~~increase the cost of essential construction materials~~inputs, such asprovisions ~~steel~~may ~~and~~not ~~aluminum,~~fully ~~which~~mitigate ~~are critical components in power plant construction and often integral components to~~ the ~~industrial~~effects ~~construction~~of ~~projects~~tariffs, wesupply ~~build. Tariff measures may also cause import delays~~disruptions, ~~increasing~~or ~~lead~~other ~~times~~trade-related ~~necessary for materials to arrive at our construction sites~~developments. ~~The~~In ~~resulting rise in material costs and delivery delays could lead to higher overall project expenses and changes to project timelines~~addition, ~~as companies may need to seek alternative suppliers or renegotiate contracts. The~~ uncertainty ~~surrounding~~regarding trade policies ~~may~~or ~~deter~~global ~~investment~~supply inconditions ~~new~~may ~~power~~cause ~~plant~~customers orto ~~industrial~~delay, ~~construction projects~~reduce, asor ~~stakeholders~~cancel ~~assess~~planned ~~the~~construction ~~financial viability amid fluctuating costs~~projects. AsIf ~~trade~~these ~~negotiations~~conditions ~~continue~~occur, ~~and~~our ~~new policies are introduced~~business, ~~the~~financial ~~tariff situation remains fluid~~condition, ~~adding~~and toresults ~~the unpredictability~~ of ~~material costs and supply chain stability. These factors collectively pose a risk to our business~~ operations, ~~potentially~~could ~~affecting~~be ~~project~~adversely ~~timelines, budgets, and profitability~~affected.

~~Future~~Delays ~~construction~~or ~~projects~~failures ~~may~~in ~~depend~~obtaining onrequired ~~the~~regulatory ~~continuing~~approvals, ~~acceptability~~including ofpermits, ~~the~~interconnection ~~hydraulic~~agreements, ~~fracturing~~and ~~process~~pipeline inapprovals, ~~certain~~could ~~states.~~delay or prevent energy projects and adversely affect our results.

The ~~viability~~commencement ofand ~~the~~execution ~~gas-fired~~of ~~power~~projects ~~plants~~performed ~~that~~by weour ~~build~~Power issegment ~~based~~depend ~~substantially~~ on ~~the~~obtaining ~~availability~~numerous ofregulatory ~~inexpensive~~approvals, ~~natural~~including ~~gas~~environmental, ~~supplies~~construction, ~~provided~~and ~~through~~operating ~~the~~permits. ~~use~~These ofapprovals ~~hydraulic~~may ~~fracturing~~be ~~combined~~delayed, ~~with~~challenged, ~~horizontal~~or ~~drilling~~denied ~~techniques.~~due ~~The~~to ~~increased~~regulatory ~~supply~~review ofpublic ~~natural~~opposition, ~~gas~~litigation, ~~generally~~or ~~lowered~~other ~~the~~factors ~~price~~outside ofour ~~natural gas in the U~~control.S. ~~and~~In ~~reduced~~addition, ~~its~~projects ~~volatility.~~may ~~However,~~be ~~the~~delayed ~~process~~or ofterminated ~~hydraulic~~if ~~fracturing~~developers isare ~~controversial~~unable ~~due~~ to ~~concerns~~secure ~~about~~timely ~~wastewater~~interconnection ~~disposal,~~agreements ~~the~~with ~~possible~~transmission ~~contamination~~organizations. ofThe ~~nearby~~development ~~water supplies and the risk~~ of ~~seismic~~new ~~activity.~~natural ~~Should~~gas-fired ~~future~~power ~~evidence~~plants ~~confirm~~may ~~these~~also ~~concerns,~~depend on the ~~use~~availability of ~~hydraulic~~fuel ~~fracturing~~supply, ~~may~~which bein ~~suspended,~~some ~~limited,~~cases orrequires ~~curtailed~~the byconstruction ~~additional~~of ~~state~~new ~~and/or~~natural ~~federal~~gas ~~authorities~~pipelines. AsDelays, ~~a result~~opposition, ~~the~~or ~~supply~~legal ofchallenges ~~inexpensive~~affecting ~~natural~~pipeline ~~gas~~projects ~~may~~could ~~not~~further bedelay ~~available~~or inprevent the ~~future~~development ~~and the economic viability~~ of ~~gas-fired~~ power plants ~~that we build may be jeopardized~~.

~~The~~If ~~inability~~required ofapprovals ~~power~~are ~~project~~not ~~developers~~obtained, ~~to receive~~ or toare ~~avoid~~delayed ~~delay~~beyond inexpected ~~receiving~~timelines, ~~the~~construction ~~applicable regulatory approvals relating to energy~~ projects, ~~including~~may ~~new~~be ~~natural~~postponed ~~gas~~or ~~pipelines~~canceled, ~~may~~which ~~result~~could inadversely ~~lost~~affect orour ~~postponed~~ revenues, ~~for~~profitability, usand cash flows.

The commencement and/or execution of the types of projects performed by our power industry services reporting segment are subject to numerous regulatory permitting processes. Applications for the variety of clean air, water purity and construction permits may be opposed by individuals or environmental groups, resulting in delays and possible denial of the permits. There are no assurances that our project owner customers will obtain the necessary permits for these projects, or that the necessary permits will be obtained in order to allow construction work to proceed as scheduled. More importantly, a project may confront difficulties in securing an interconnection service commitment from a transmission organization establishing a connection to the electricity grid. Without such a commitment, the project might be delayed or even terminated.

The viability of new natural gas-fired power plants depends on the availability of nearby sources of natural gas for fuel which may require the construction of new pipelines for the delivery of natural gas to a power plant location. Approval delays and public opposition to new oil and gas pipelines have been major potential hurdles for the developers of gas-fired power plants and other fossil-fuel facilities. In particular, pipeline projects have been delayed by onsite protest demonstrations, indecision by local officials and lawsuits. Failure to commence or complete construction work as anticipated by fossil-fuel project owners could have material adverse impacts on our future revenues, profits and cash flows.

Work stoppages, union negotiations and other labor problems could adversely affect us.

The performance of certain large-scale construction contracts results in the hiring of employees in the U.S. and overseas who are represented by labor unions. We make sincere efforts to maintain favorable relationships and conduct good-faith negotiations with union officials. However, there can be no assurances that such efforts will eliminate the possibilities of unfavorable conflicts in the future. A lengthy strike or the occurrence of other work disputes, slowdowns or stoppages at any of our current or future construction project sites could have an adverse effect on us, resulting in cost overruns,

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schedule delays or even lawsuits that could be significant. In addition, labor incidents could result in negative publicity for us thereby damaging our business reputation and perhaps harming our prospects for the receipt of future construction contract awards in certain locales.

Risks Related to Our Operational Execution

We may experience reduced profits or incur losses under fixed-price contracts if costs increase above estimates.

~~Primarily,~~A significant portion of our ~~business~~work is performed under long-term, fixed-price contracts. atThe prices ~~that~~for ~~reflect~~these contracts are based on our estimates of ~~corresponding~~project costs, ~~and~~ schedules., ~~Inaccuracies~~labor inproductivity, ~~these~~and ~~estimates~~other ~~may lead to cost overruns that may not be paid by our project owner customers~~assumptions. If weour ~~fail~~estimates toare ~~accurately~~inaccurate, ~~estimate~~or ~~the~~if ~~resources~~we ~~required~~are ~~and~~unable ~~time necessary~~ to complete ~~these~~projects ~~types~~within ofagreed ~~contracts,~~cost orand ifschedule parameters, we ~~fail~~may toexperience ~~complete~~cost ~~these~~overruns ~~contracts~~that ~~within~~are ~~the~~not ~~costs~~recoverable ~~and~~from ~~timeframes~~customers, to which wecould ~~have~~reduce ~~agreed,~~profitability ~~there~~or ~~could~~result bein ~~material~~losses. ~~adverse~~Cost ~~impacts~~overruns onor ~~our~~delays ~~actual~~could ~~financial~~also ~~results,~~harm ~~the~~our ~~accuracy~~reputation ofand ~~forecasted~~reduce future ~~results, as well as our~~ business ~~reputation~~opportunities.

Factors that ~~could~~may ~~result~~contribute into contract cost overruns, ~~project~~ delays, or other ~~problems~~execution ~~for~~issues ~~us may~~ include:

● inflation, specifically increases in the ~~impacts~~cost of ~~inflation~~labor, onmaterials, ~~fixed-price~~components, ~~contracts~~equipment, warranties, or subcontractor services;

● ~~delays~~labor inavailability ~~the scheduled deliveries of machinery~~ and ~~equipment ordered by us or a project owner~~productivity;

● ~~unanticipated~~supply ~~technical~~chain ~~problems,~~disruptions ~~including~~and ~~design~~delivery ~~or engineering issues~~delays;

● ~~inadequate project execution tools for recording~~technical, ~~tracking~~engineering, ~~forecasting~~or ~~and~~design ~~controlling future costs and schedules~~issues;

● ~~unforeseen~~poor ~~increases in the costs of labor, warranties, raw materials, components or equipment, or our failure or inability to obtain resources when needed~~workmanship;

● ~~reliance~~weather ~~on historical cost~~ and~~/or~~ ~~execution~~other ~~data~~force ~~for~~majeure ~~estimation purposes that is not representative of current conditions~~events;

● ~~delays~~project ~~or productivity issues caused by weather conditions, or other forces majeure~~changes; and

● ~~satisfying~~ the ~~requirements~~effectiveness of ~~the Inflation Reduction Act of 2022 (the “IRA”) for~~ our ~~customers~~project incontrols ~~order~~and toforecasting ~~maximize its potential benefits;~~tools.

~~● incorrect assumptions related to labor productivity, scheduling estimates or future economic conditions;~~

●If ~~workmanship~~we ~~deficiencies~~are ~~resulting~~unable into ~~delays~~accurately estimate, manage, and control costs ~~associated~~and ~~with~~schedules ~~the~~on ~~performance~~fixed-price bycontracts, usour ofbusiness, ~~unanticipated~~financial ~~rework;~~condition, and results of operations could be adversely affected.

●- ~~modifications~~14 ~~to projects that create unanticipated costs or delays.~~-

These risks tend to be exacerbated for longer-term contracts because there is increased risk that the circumstances under which we based our original cost estimates or project schedules will change. In such events, our financial condition and results of operations could be negatively impacted.

We try to mitigate these risks by reflecting in our overall cost estimates the reasonable possibility that a number of different and potentially unfavorable outcomes might occur. There are no assurances that our estimates will be sufficient. If not, our misjudgments may lead to decreased profits or losses. In some cases, as certain risk scenarios are eliminated or our concerns regarding certain potential cost and/or schedule issues diminish, we may estimate that the likelihood of an unforeseen cost overrun has reduced and, accordingly, we may increase the estimated gross margin on the project by decreasing the remaining overall cost estimate.

If we guarantee the timely completion or the performance of a project, we could incur additional costs to fulfill such obligations.

In certain of our fixed-price long-term contracts, we guarantee that we will complete a project by a scheduled date. We sometimes provide that the project, when completed, will also achieve certain performance standards. Subsequently, we may fail to complete the project on time or equipment that we install may not meet guaranteed performance standards. In those cases, we may be held responsible for costs incurred by the customer resulting from any delay or any modification to the plant made in order to achieve the performance standards, generally in the form of contractually agreed-upon liquidated damages or obligations to re-perform substandard work. If we are required to pay such costs, the total costs of the project would likely exceed our original estimate, and we could experience reduced profits or a loss related to the applicable project.

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WeOur ~~may~~continued besuccess ~~involved~~depends inon ~~litigation,~~our ~~liability~~ability ~~claims~~to ~~and~~attract, ~~contract~~hire ~~disputes which could reduce our profits~~ and ~~cash~~retain ~~flows~~talented personnel.

WeOur ~~build~~future ~~large~~success ~~and~~depends ~~complex energy plants where design, construction or systems failures can result~~ in ~~substantial~~part ~~injury~~on orour ~~damage~~ability to ~~third~~attract, ~~parties. In addition~~develop, ~~the~~retain ~~nature~~and ofmotivate ~~our~~experienced ~~business~~management ~~results~~and inother ~~project~~skilled ~~owners~~personnel, ~~subcontractors~~particularly ~~and~~project ~~vendors~~leadership. ~~occasionally~~Our ~~presenting~~operations ~~claims~~require ~~against~~a ushighly ~~for~~skilled ~~recovery~~workforce ofwith ~~costs~~specialized ~~for~~experience. ~~which~~Competition ~~they~~for ~~believe~~qualified ~~they~~personnel ~~are~~may ~~not~~be ~~contractually liable. In other cases~~intense, ~~project~~and ~~owners~~there ~~may~~can ~~withhold~~be ~~retention~~no ~~and/or~~assurance ~~contract payments~~ that ~~they~~we ~~believe~~will ~~they~~be dosuccessful ~~not~~in ~~contractually~~maintaining ~~owe~~experienced ~~us,~~management teams or ~~they~~an ~~believe~~adequately ~~offset~~skilled ~~amounts~~workforce ~~owed~~ to ~~them~~execute byour ~~us.~~long-term ~~They~~construction ~~may~~contracts ~~even~~successfully ~~terminate the contract. We have been,~~ and ~~may~~to besupport inour ~~the~~ future, ~~named~~growth asstrategy. aThe ~~defendant~~loss ~~in legal proceedings where parties may allege breach~~ of ~~contract~~key ~~and~~personnel, ~~seek~~the ~~recovery~~inability ~~for damages or other remedies with respect~~ to ~~our~~complete ~~projects~~management ortransitions ~~other~~without ~~matters~~significant ~~(see~~loss ~~Item~~of 3effectiveness, ~~Legal~~or ~~Proceedings). These legal matters generally arise in~~ the ~~normal~~inability ~~course of our business. In addition, from time~~ to ~~time,~~hire we and~~/or~~ ~~certain~~retain ofqualified ~~our~~employees ~~current~~in orthe ~~former~~future ~~directors, officers or employees~~ could benegatively ~~named~~impact asour ~~parties~~ability to ~~other~~manage ~~types~~our ofbusiness ~~lawsuits~~in the future.

Litigation can involve complex factual and legal questions, and proceedings may occur over several years. Any claim that is successfully asserted against us could result in our payment of significant sums for damages and other losses. Even if we were to prevail, any litigation may be costly and time-consuming, and would likely divert the attention of our management and key personnel from our business operations over multi-year periods. Either outcome may result in adverse effects on our financial condition, results of operations, cash flows and our reputation.

In accordance with customary industry practices, we maintain insurance coverage against some, but not all, potential losses in order to protect against the risks we face. When it is determined that we have liability, we may not be covered by insurance or, if covered, the dollar amount of any liability may exceed our policy limits or self-insurance reserves. Further, we may elect not to carry insurance related to particular risks if our management believes that the cost of available insurance is excessive relative to the risks presented. In addition, we cannot insure fully against pollution and environmental risks. Our management liability insurance policies are on a “claims-made” basis covering only claims actually made during the policy period currently in effect. In addition, even where insurance is maintained for such exposures, the policies have deductibles resulting in our assuming exposure for a layer of coverage with respect to any such claims. Any liability not covered by our insurance, in excess of our insurance limits and self-insurance reserves or, if covered by insurance but subject to a high deductible, could result in a significant loss for us, which claims may reduce our future profits and cash available for operations.

Our failure to recover adequately on contract variations submitted to project owners could have a material effect on our financial results.

We may submit contract variations to project owners for additional amounts exceeding the contract price or for amounts not included in the original contract price. Variations occur due to matters such as owner-caused delays or changes from the initial project scope, both of which may result in additional costs. At times, contract variation submissions can be the subject of lengthy negotiation, arbitration or litigation proceedings, and it is difficult to accurately predict when these differences will be fully resolved. When these types of events occur and unresolved matters are pending, we have used existing liquidity to cover cost overruns pending their resolution. The aggregate amount of contract variations included in the transaction prices that were still pending customer acceptance at January 31, 2025 was $8.0 million. A failure to promptly recover on these types of customer submissions could have a negative impact on our revenues, liquidity and profitability in the future.

The shortage of skilled craft labor may negatively impact our ability to execute on our long-term construction contracts.

Increased infrastructure spending and general economic expansion may increase the demand for employees with the types of skills needed for the completion of our projects. There is a risk that our construction project schedules become unachievable or that labor expenses will increase unexpectedly asdue ato ~~result of~~ a shortage in the available supply of skilled personnel ~~available to us~~. Increased labor costs may influence our customers’ decisions regarding the feasibility or scheduling of specific projects, potentially leading to delays or cancellations that could materially affect our business adversely. Labor shortages, productivity decreases or increased labor costs could impair our ability to maintain our business or grow our revenues. In general, we have been effective in staffing our projects with the necessary resources and managing labor costs. However, the inability to hire and retain qualified skilled employees in the future, including workers in the construction crafts, could negatively impact our ability to complete our long-term construction contracts successfully.

-If 19we -guarantee the timely completion or the performance of a project, we could incur additional costs to fulfill such obligations.

In certain of our fixed-price long-term contracts, we guarantee that we will complete a project by a scheduled date. Sometimes, we commit that the project, when completed, will also achieve certain performance standards. Subsequently, we may fail to complete the project on time or equipment that we install may not meet guaranteed performance standards. In those cases, we may be held responsible for costs incurred by the customer resulting from any delay or any modification to the plant made for the purpose of achieving the performance standards, generally in the form of contractually agreed-upon liquidated damages or obligations to re-perform substandard work. If we are required to pay such costs, the total costs of the project could exceed our original estimate, and we could experience reduced profits or a loss related to the applicable project.

We may be involved in litigation, liability claims, and contract disputes which could reduce our profits and cash flows.

We construct large and complex energy facilities, where design, construction, or systems failures could result in personal injury, property damage, or other losses. In addition, the nature of our business may result in contract disputes and claims by project owners, subcontractors, and vendors, including claims relating to costs, schedule delays, workmanship, change orders, withheld retention or contract payments, offsets, or contract termination. We have been, and may in the future be, named as a defendant in legal proceedings, including matters arising in the ordinary course of business (see Item 3, Legal Proceedings). In addition, from time to time, we and/or certain of our current or former directors, officers or employees could be named as parties to other types of lawsuits.

Litigation and dispute resolution can involve complex factual and legal issues, may continue for extended periods, and can be costly and time-consuming. Claims may result in significant damages, settlement payments, or other remedies, and even when we prevail, these matters may divert management attention and harm our reputation.

We maintain insurance coverage for certain risks; however, coverage may be unavailable for some exposures, may be subject to deductibles, exclusions, and self-insured retentions, and may be insufficient to cover all losses. In addition, certain risks, including environmental and pollution-related exposures, may not be fully insurable. Any material uninsured loss, or loss in excess of insurance limits or reserves, could adversely affect our business, financial condition, results of operations, and cash flows.

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Our ~~dependence~~failure ~~upon~~to ~~third~~recover ~~parties~~adequately toon ~~complete~~contract ~~many~~variations ofsubmitted ~~our~~to ~~contracts~~project ~~may~~owners ~~adversely~~could ~~affect~~have ~~our~~a ~~performance~~material ~~under~~effect ~~current~~on ~~and~~our ~~future~~financial ~~construction contracts~~results.

~~Certain of the work performed under our energy plant construction contracts is actually performed by third-party subcontractors we hire.~~ We ~~also~~may ~~rely~~submit oncontract ~~third-party~~variations ~~manufacturers or suppliers~~ to ~~provide~~project ~~much~~owners offor ~~the~~additional ~~equipment~~amounts ~~and~~exceeding ~~most of~~ the ~~materials~~contract ~~(such~~price asor ~~copper,~~for ~~concrete~~amounts ~~and~~not ~~steel)~~included ~~needed~~in tothe ~~complete~~original ~~our~~contract ~~construction projects~~price. IfVariations weoccur ~~are~~due ~~unable~~ to ~~hire~~matters ~~qualified~~such ~~subcontractors~~as orowner-caused todelays ~~find qualified equipment manufacturers~~ or ~~suppliers,~~changes ~~our~~from ~~ability~~the toinitial ~~successfully complete a~~ project ~~could~~scope, beboth ~~adversely~~of ~~impacted.~~which Ifmay ~~the~~result ~~price~~in weadditional ~~are~~costs. ~~required~~At ~~to pay for subcontractors or equipment and supplies exceeds the corresponding amount that we have estimated~~times, wecontract ~~may~~variation ~~suffer~~submissions acan ~~reduction~~be in the ~~anticipated~~subject ~~amount~~ of ~~gross~~lengthy ~~profit or even a loss on the contract. If a supplier~~negotiation, ~~manufacturer or subcontractor fails to provide supplies~~arbitration, ~~equipment~~ or ~~services~~litigation ~~as required under a negotiated contract for any reason~~proceedings, weand ~~may~~it beis ~~required~~difficult to ~~self-perform~~accurately ~~unexpected~~predict ~~work~~when ~~or obtain~~ these ~~supplies,~~differences ~~equipment~~will orbe ~~services~~fully onresolved. anWhen ~~expedited~~these ~~basis~~types orof atevents aoccur ~~higher~~and ~~price~~unresolved ~~than~~matters ~~anticipated~~are ~~from~~pending, awe ~~substitute~~have ~~source,~~used ~~which~~existing ~~could~~liquidity ~~impact~~to ~~contract~~cover ~~profitability~~cost inoverruns anpending ~~adverse~~their ~~manner~~resolution. ~~Unresolved~~A ~~disputes~~failure ~~with~~to apromptly ~~subcontractor~~recover oron ~~supplier~~these ~~regarding~~types ~~the scope~~ of ~~work~~customer orsubmissions ~~performance~~could ~~may~~have ~~escalate,~~a ~~resulting~~negative ~~in arbitration proceedings or legal actions. Unfavorable outcomes of such disputes may also~~ impact ~~contract profitability in an adverse manner. In addition, if a subcontractor fails to pay its subcontractors, suppliers or employees, liens may be placed~~ on our ~~project~~revenues, ~~requiring~~liquidity usand toprofitability ~~incur the costs of reimbursing such parties~~ in ~~order to have~~ the ~~liens removed or to commence litigation~~future.

Our dependence upon third parties to perform portions of our work and supply materials and equipment could adversely affect our project performance and profitability.

We rely on subcontractors to perform portions of our construction work and on third-party manufacturers and suppliers to provide significant equipment and materials necessary to complete our projects. Many of these inputs are specialized and may be available only from a limited number of qualified sources. If we are unable to obtain qualified subcontractors, equipment, or materials when needed, our ability to perform projects on schedule and within budget could be adversely affected.

In addition, if the costs of subcontractors, equipment, or materials exceed our estimates, our gross profit may be reduced and we could incur losses, particularly on fixed-price contracts. If a subcontractor, supplier, or manufacturer fails to perform, deliver, or meet contractual requirements, we may be required to self-perform work or obtain substitute labor, materials, or equipment on an expedited basis or at higher cost, which could adversely affect project schedules and profitability.

Disputes with subcontractors, manufacturers, or suppliers regarding scope, performance, or payment may result in arbitration or litigation and could increase costs. In addition, if subcontractors fail to pay their lower-tier subcontractors, suppliers, or employees, liens may be asserted against our projects, which could require us to incur additional costs to resolve the liens or pursue legal remedies.

Any of these events could adversely affect our business, results of operations, and cash flows.

Failure to maintain safe work sites could result in significant losses as we work on projects that are inherently dangerous.

Our project sites can place our employees and others near large and/or mechanized equipment, high voltage electrical equipment, moving vehicles, dangerous processes or highly regulated materials, and in challenging environments. Consequently, safety is a primary focus of our business and is critical to our reputation. Many of our customers require that we meet certain safety criteria to be eligible to bid on contracts. Further, regulatory changes implemented by OSHA or similar government agencies could impose additional costs on us. We maintain programs with the primary purpose of implementing effective health, safety and environmental procedures throughout our ~~Company~~company. If we fail to implement appropriate safety procedures and/or if our procedures fail, our employees or others may suffer injuries or illness. The failure to comply with such procedures, client contracts or applicable regulations could subject us to losses and liability, and could adversely impact our ability to complete awarded projects as planned, ~~or to~~ obtain projects in the future, or recruit and retain qualified craft labor.

~~Future~~Work ~~acquisitions and/or investments may not occur~~stoppages, ~~which~~union ~~could~~negotiations ~~limit the growth of our business,~~ and ~~the~~other ~~integration~~labor ofproblems ~~acquired~~could ~~companies~~adversely ~~may~~affect ~~not be successful~~us.

WeThe performance of certain large-scale construction contracts may ~~make~~result ~~additional~~in ~~opportunistic~~our ~~acquisitions~~hiring of employees in the U.S. and~~/or~~ ~~investments~~overseas bywho ~~identifying~~are ~~companies~~represented ~~with~~by ~~significant~~labor ~~potential~~unions. ~~for~~We ~~profitable~~make ~~growth~~sincere ~~and~~efforts ~~realizable~~to ~~synergies~~maintain ~~with~~favorable ~~one~~relationships orand ~~more~~conduct ofgood-faith ~~our~~negotiations ~~existing~~with ~~businesses~~union officials. However, wethere ~~may~~can ~~have~~be ~~more~~no ~~than~~assurances ~~one~~that ~~industrial~~such ~~focus~~efforts ~~depending~~will oneliminate the ~~opportunity~~possibilities ~~and/or needs~~ of ~~our~~unfavorable ~~customers.~~conflicts ~~Companies~~in ~~meeting~~the ~~our~~future. ~~criteria~~A ~~and~~lengthy ~~that~~strike ~~provide~~or ~~products~~the ~~and/or~~occurrence ~~services~~of inother ~~growth~~work ~~industries~~disputes, ~~and~~slowdowns ~~that~~or ~~are~~stoppages ~~available~~at ~~for~~any ~~purchase~~of atour ~~attractive~~current ~~prices~~or ~~are~~future ~~difficult~~construction toproject ~~find.~~sites ~~Discussions~~could ~~with~~have ~~the~~an ~~principal(s)~~adverse ofeffect ~~potential~~on ~~acquisition~~us, ~~targets~~resulting ~~may~~in becost ~~protracted~~overruns, ~~and~~schedule ~~ultimately~~delays ~~terminated~~or ~~for~~even alawsuits ~~variety~~that ofcould ~~reasons~~be significant. ~~Further~~In addition, ~~due~~labor ~~diligence~~incidents ~~investigations~~could ofresult ~~attractive~~in ~~target~~negative ~~companies~~publicity ~~may~~for ~~uncover~~us ~~unfavorable~~thereby ~~data,~~damaging ~~and~~our ~~the~~business ~~negotiation~~reputation and ~~consummation~~perhaps harming our prospects for the receipt of ~~acquisition~~future ~~agreements~~construction ~~may~~contract ~~not~~awards bein ~~successful~~certain locales.

We- ~~cannot~~16 readily predict the timing or size of any future acquisitions or the capital we will need for these transactions. However, it is likely that any potential future acquisition or strategic investment transaction would require the use of cash and/or shares of our common stock. Using cash for acquisitions may limit our financial flexibility and make us more likely to seek additional capital through future debt or equity financings. Our ability to obtain such additional financing in the future may depend upon prevailing capital market conditions, the strength of our future operating results and financial condition as well as conditions in our business, and the amount of outside financing sought by us. These factors may affect our efforts to arrange additional financing on terms that are acceptable to us. Our ability to use shares of our common stock as future acquisition consideration may be limited by a variety of factors, including the future market price of shares of our common stock and a potential seller’s assessment of the liquidity of our common stock. If adequate funds or the use of our common stock are not available to us, or are not available on acceptable terms, we may not be able to take advantage of desirable acquisitions or other investment opportunities that would benefit our business. Even if we do complete acquisitions in the future, acquired companies may fail to achieve the results we anticipate including the expected gross profit percentages.-

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InFuture ~~general,~~acquisitions weor ~~keep~~investments ~~each~~may ofnot ~~our subsidiary operations in a self-sustaining mode. However~~occur, ~~we do attempt to integrate certain aspects to drive synergies~~ and ~~cost~~any ~~reductions,~~acquisitions ~~as well as to share best practices, processes and procedures. In the future,~~ we complete may not be ~~able to~~ successfully ~~integrate~~integrated, ~~such~~which ~~acquired~~could ~~companies~~limit ~~with~~ our ~~other~~growth ~~operations~~and ~~without~~adversely ~~substantial~~affect ~~costs,~~our ~~delays or other operational or financial problems including:~~results.

●We ~~the~~may ~~diversion~~pursue ofopportunistic ~~management’s~~acquisitions ~~attention~~or strategic investments to support growth, expand capabilities, or create synergies with our existing businesses. However, suitable acquisition targets may be difficult to identify, negotiations may be protracted or unsuccessful, and due diligence may identify issues that prevent us from ~~other~~completing ~~important~~transactions ~~operational~~on acceptable terms, or ~~financial~~at ~~matters;~~all. As a result, we may be unable to complete acquisitions or investments that support our growth strategy.

●The timing, size, and financing of any future acquisitions are uncertain. Potential transactions may require the ~~inability~~use toof ~~retain~~cash, equity, or ~~maintain~~a combination of both. The use of cash could reduce our financial flexibility, and our ability to raise additional capital may depend on market conditions, our operating results, and other factors outside our control. Our ability to use equity as consideration may be limited by the ~~focus~~market price and liquidity of ~~key~~our ~~personnel~~common stock and the willingness of ~~acquired~~sellers ~~companies;~~to accept it. If adequate financing or acceptable consideration is not available, we may be unable to pursue attractive opportunities.

●Even when acquisitions are completed, we may not achieve the anticipated benefits, including expected growth, margins, or synergies. Integrating acquired businesses may involve significant risks, including diversion of management attention, difficulty retaining key personnel, the discovery of previously ~~unidentified~~unknown liabilities or project costs, challenges integrating systems and controls, and impairment of goodwill or other ~~liabilities;~~intangible assets.

●In ~~unforeseen~~addition, ~~difficulties~~we ~~encountered~~may determine that it is in ~~the~~our ~~maintenance~~best ofinterest ~~uniform~~to ~~standards,~~divest ~~controls,~~certain ~~procedures~~businesses. ~~and~~We ~~policies,~~may ~~including~~be anunable ~~effective~~to ~~system~~complete ofdivestitures ~~internal~~on ~~control~~acceptable ~~over~~terms ~~financial~~or ~~reporting;~~within desired timeframes, and any such transactions could result in losses.

●Failure ~~impairment~~to ~~losses~~successfully ~~related~~execute toacquisitions, ~~acquired~~integrations, ~~goodwill~~or ~~and~~divestitures ~~other~~could ~~intangible~~adversely ~~assets~~affect our business, financial condition, results of operations, and reputation.

Further, we may conclude that the divestiture of a troubled or unrelated business will satisfy the best interests of our stockholders. There is risk that we would be unable to complete such a transaction with terms and timing that are acceptable for us, or at all. Any divesting transaction could also result in a material loss for us.

In summary, integrating acquired companies may involve unique and significant risks. Our failure to overcome such risks could materially and adversely affect our business, financial condition and future results of operations, and could cause damage to our Company’s reputation.

Our failure to protect our management information systems against security breaches could adversely affect our business and results of operations.

Our information systems ~~face~~are subject to the ~~threat~~risk of unauthorized access, ~~computer~~cyberattacks, ~~hackers~~phishing, ~~viruses~~malware, malicious code, ~~cyberattacks,~~system ~~phishing~~intrusions and other security ~~incursions and system disruptions~~incidents, including attempts to ~~improperly~~ access or misuse our confidential and proprietary information ~~as well as the confidential~~ and ~~proprietary~~that ~~information~~ of our customers, business partners and other ~~business~~third ~~partners~~parties. ~~Techniques~~Methods used to ~~attempt to~~ obtain unauthorized access toevolve ~~information systems change frequently~~rapidly, and the ~~rapid~~increasing ~~development~~use of AIartificial ~~poses~~intelligence ~~new~~has introduced additional cybersecurity risks that we may ~~not~~be ~~timely~~difficult to anticipate or mitigate. A ~~party~~successful ~~who~~security ~~circumvents~~breach ~~our~~could ~~security~~result ~~measures,~~in orthe ~~those~~misappropriation of ~~our~~assets ~~clients, contractors~~ or ~~other vendors, could misappropriate confidential or proprietary~~ information, ~~improperly~~manipulation ~~manipulate~~of data, or ~~cause~~ damage to, or ~~interruptions~~disruption toof, our systems.

~~Furthermore,~~We werely ~~are~~ heavily ~~reliant~~ on computer, information, and communications technology and related systems, some of which are hosted or supported by third -party service providers. WeDisruptions ~~may~~in ~~experience~~ system availability, ~~disruptions.~~whether ~~Unplanned~~due ~~interruptions~~to cybersecurity incidents, third-party failures or other causes, could delay or prevent ~~necessary~~the performance of critical business operations. While we ~~believe~~maintain ~~that our reasonable~~ safeguards ~~will~~designed to protect ~~us from serious disruptions in~~ the availability and security of our information technology ~~assets~~systems, these ~~safeguards~~measures may not be sufficient., Weand we may ~~also~~ be required to expend significant additional resources to ~~protect~~prevent, ~~against~~detect, orrespond ~~alleviate~~to ~~damage~~or ~~caused~~remediate bycybersecurity ~~systems interruptions and delays~~incidents.

~~Various~~We are subject to privacy and ~~security~~data protection laws and regulations in the ~~U.S.~~United States and ~~abroad~~internationally, including the General Data Protection Regulation (“GDPR”) in the European Union, ~~require us to protect sensitive and confidential information and data from disclosure and we are bound by our client and other contracts,~~ as well as ~~our~~contractual ~~own~~obligations ~~business~~requiring ~~practices,~~the toprotection ~~protect~~of confidential and proprietary information ~~and data from unauthorized disclosure~~. WeAlthough ~~believe that~~ we have ~~deployed~~implemented ~~industry-accepted~~ security measures and technologies intended to ~~securely~~protect ~~maintain~~sensitive ~~confidential~~information and ~~proprietary~~support ~~information~~regulatory ~~retained within our information systems, including~~ compliance ~~with GDPR~~, ~~specifically at APC. However,~~ these measures ~~and technologies~~ may not ~~adequately~~ prevent ~~unanticipated~~all security ~~breaches~~incidents. ~~There~~Any ~~can be no assurance that our efforts will prevent these intrusions. Further~~failure, asor ~~these~~perceived ~~security threats continue to evolve~~failure, ~~we may be required~~ to ~~devote~~comply ~~additional~~with ~~resources~~applicable ~~to protect~~laws, ~~prevent,~~regulations ~~detect~~or ~~and~~contractual ~~respond~~obligations ~~against~~could ~~such~~result ~~threats. We believe that our business represents a low value target for cyberextortionists as we are not a company~~ in ~~the high technology space and we do not maintain large files of sensitive or confidential personal information. However~~litigation, weregulatory ~~are a company with large balances of cash that could encourage bad actors to attempt to breach the security of our systems~~investigations, ~~particularly by using social engineering schemes. We do maintain a cybersecurity insurance policy to help protect ourselves from various types of losses relating to computer security breaches; however~~fines, itpenalties ~~may not cover all types of breaches~~ or areputational ~~meaningful portion of any loss incurred~~harm.

AsWhile ~~previously~~we ~~disclosed,~~do wenot ~~were~~operate ~~targeted~~in bythe ahigh-technology ~~complex~~sector ~~criminal~~and ~~scheme~~do innot ~~Fiscal~~maintain ~~2024~~large volumes of sensitive personal data, ~~which~~we ~~resulted~~maintain insignificant ~~fraudulently-induced~~cash ~~outbound~~balances, ~~wire~~which ~~transfers~~may tomake us a ~~third-party~~target ~~account~~for ~~(see~~social ~~Note~~engineering 18schemes, tobusiness ~~the~~email ~~accompanying~~compromise, ~~consolidated~~or ~~financial~~other ~~statements)~~fraud. We ~~are~~maintain ~~unaware~~various ofinsurance ~~any~~coverages ~~other~~intended ~~significant~~to ~~security~~limit ~~breaches~~financial atloss ~~any~~from ofthese ~~our~~risks; ~~business~~however, ~~locations.~~such ~~That~~insurance ~~does~~may not cover all types of losses or may be insufficient to cover the full extent of any loss incurred.

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~~suggest~~As ~~that~~previously disclosed, we ~~may~~were ~~not~~the betarget ~~victimized~~of bya ancomplex ~~additional~~criminal ~~breach~~scheme in ~~the~~Fiscal ~~future.~~2024 ~~Any~~that ~~significant~~resulted ~~future~~in ~~breach~~fraudulently-induced ofoutbound ~~our~~wire ~~information~~transfers ~~security~~to ~~could~~a ~~damage~~third-party ~~our~~account ~~reputation,~~(see ~~result~~Note in17 ~~litigation~~to ~~and/or~~the ~~regulatory~~accompanying ~~fines~~consolidated ~~and~~financial ~~penalties,~~statements). orAlthough ~~have~~we are not aware of any other material ~~adverse~~cybersecurity ~~effects~~incidents, onwe may be subject to future attacks or security breaches. Any such incident could adversely affect our reputation, business relationships, financial condition, results of operations or cash flows.

WeChanges ~~may~~in betax ~~subject~~laws toor ~~increased~~tax ~~corporate~~rates ~~taxes~~could inincrease ~~the~~our ~~future~~tax expense.

We are subject to income taxes in the U.S. and in foreign jurisdictions. AChanges ~~change~~ in tax laws, tax treaties or regulations, or in their interpretation or enforcement, in any ~~country~~jurisdiction where we operate could ~~result~~increase inour aeffective ~~higher~~tax rate, increase our tax ~~burden~~liabilities, or ~~could~~ increase our ~~cost~~costs of tax compliance.

We may continue to be impacted in varying degrees by the Global Intangible Low Tax Income (“GILTI”) provision based on the results of our foreign operations. GILTI is a federal tax calculation that determines the amount of the current earnings of foreign subsidiaries that are included in the computation of the corporate tax of U.S. parent companies. GILTI is an unfavorable permanent component of our federal taxable income in the U.S. when our foreign operations are profitable, and it may become more meaningfully unfavorable to us if our operations in Ireland and the U.K. increase their profitability in the future.

Certain of our tax positions may be successfully challenged by tax authorities which could result in additional income tax expense.

~~Significant~~The ~~judgment~~determination isof ~~required in order to determine~~ our worldwide provision for income taxes ~~for~~requires ~~each~~significant ~~quarterly~~judgment and ~~annual~~involves ~~reporting~~the ~~period~~application of complex tax laws and regulations. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. Our tax estimates and tax positions could be materially affected by many factors including the final outcome of tax audits and related appeals, the introduction of new tax accounting standards, legislation, regulations and related interpretations, our global mix of earnings, the realization of deferred tax assets, changes in uncertain tax positions, and changes in our tax strategies.

The ~~results~~examination of ~~current~~our orincome ~~future~~tax ~~income~~returns by tax ~~return~~authorities, ~~examinations~~or the resolution of any related appeals, could result in ~~unfavorable~~ adjustments to ~~the amounts of~~ income taxes previously recorded ~~and/~~or paid. Any such ~~future~~adjustments ~~event or determination related to income taxes~~ could have a material ~~impact~~adverse effect on our net earnings and cash flows from operations. See Note 12 to the accompanying consolidated financial statements for a discussion of our ~~current~~ income tax ~~return~~ examinations.

WeViolations ~~could be adversely affected by violations~~ of the Foreign Corrupt Practices Act ~~and~~or similar anti-bribery laws may harm our business.

The U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act of 2010 and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to officials or others for the purpose of obtaining or retaining business. ~~While~~We wemaintain ~~believe~~policies, ~~that~~procedures ~~our~~and ~~policies~~internal ~~and~~controls ~~oversight~~designed into ~~this~~promote ~~area~~compliance ~~are~~with ~~comprehensive~~these ~~and~~laws. ~~effective~~However, we cannot provide ~~assurances~~assurance that our ~~internal~~ controls and procedures ~~always~~ will ~~protect~~prevent usviolations ~~from the possible reckless or criminal acts committed~~ by our employees or ~~others.~~by Ifthird weparties ~~are~~acting ~~found~~on ~~to be liable for anti-bribery law violations (either due to~~ our ~~own acts or our inadvertence~~behalf, ~~or due to the acts or inadvertence of others~~ including ~~our~~ partners, subcontractors or suppliers), we could suffer from criminal or civil penalties or other sanctions, including contract cancellations or debarment, and damage to our reputation, any of which could have a material adverse effect on our business. Litigation or investigations relating to alleged or suspected violations of anti-bribery laws, even if such litigation or investigations demonstrate ultimately that we did not violate anti-bribery laws, could be costly and could divert management’s attention away from other aspects of our business.

~~Our~~If ~~continued~~we ~~success~~are ~~requires~~found usto be liable for anti-bribery law violations (either due to ~~retain~~our own acts or our inadvertence, or due to the acts or inadvertence of others including our partners, subcontractors or suppliers), we could suffer from criminal or civil penalties or other sanctions, including contract cancellations or debarment, and ~~hire~~damage ~~talented~~to ~~personnel~~our reputation, any of which could have a material adverse effect on our business. Litigation or investigations relating to alleged or suspected violations of anti-bribery laws, even if such litigation or investigations demonstrate ultimately that we did not violate anti-bribery laws, could be costly, and could divert management’s attention away from other aspects of our business.

Undoubtedly, unforeseen future changes in our management will occur. Therefore, we cannot be certain that any key executive or manager will continue in such capacity while performing at a high level for any particular period of time, nor can we be certain that events will permit us to complete smooth management transitions should they occur. Our ability to operate productively and profitably, particularly in the power industry, is dependent on our ability to attract, employ, retain and train skilled personnel necessary to meet our future requirements. We cannot be certain that we will be able to maintain experienced management teams and adequately skilled groups of employees necessary to execute our long-term construction contracts successfully and to support our future growth strategy. The loss of key personnel, the inability to complete management transitions without significant loss of effectiveness, or the inability to hire and retain qualified employees in the future could negatively impact our ability to manage our business in the future.

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Risks Related to an Investment in Our Securities

Our acquisition strategy may result in dilution to our stockholders.

We may make future acquisitions of other businesses that require the use of cash, ~~and~~ issuances of common stock~~. To the extent that we intend to use cash for any acquisition~~, ~~we may be required to raise additional equity~~ and/or ~~obtain~~ debt financing. Stock issuances and financing, if obtained, may not be on terms favorable to us and could result in substantial dilution to our stockholders at the time(s) of these transactions.

Future restricted stock ~~option~~issuances ~~exercises~~ and ~~restricted~~ stock ~~issuances~~option exercises will dilute the ownership of the Company’s current stockholders.

We award restricted stock ~~options~~units and ~~restricted~~ stock ~~units~~options to directors, executives, and other key employees ~~(see Note 11 to the accompanying consolidated financial statements)~~. ~~Future~~The ~~exercises of options to purchase shares of common stock at prices below prevailing market prices will result in ownership dilution for current stockholders. Additionally, the~~ number of shares of our common stock that will ultimately be issued in connection with the restricted stock unit awards is not known. Any issuance will result in the dilution of the stock ownership of current stockholders. Additionally, future exercises of options to purchase shares of common stock at prices below prevailing market prices will result in ownership dilution for current stockholders.

~~Our~~- ~~officers,~~18 ~~directors and certain unaffiliated stockholders have meaningful control over the Company.~~-

AsTable of January 31, 2025, our executive officers and directors as a group directly owned approximately 4.1% of our voting shares. In addition, two other stockholders owned approximately 13.5% of our shares in total as of December 31, 2024. These groups of stockholders may have meaningful influence over corporate actions such as the election of directors, amendments to our certificate of incorporation, the consummation of any merger, the sale of all or substantially all of our assets or other actions requiring stockholder approval. Contents

Our officers, directors and certain unaffiliated stockholders may have meaningful control over the Company.

As of January 31, 2026, our executive officers and directors as a group directly owned approximately 2.7% of our voting shares. In addition, as of December 31, 2025, two other stockholders beneficially owned, in the aggregate, approximately 12.2% of our shares. As a result, these stockholders may be able to influence corporate actions such as the election of directors, amendments to our certificate of incorporation, the consummation of any merger, the sale of all or substantially all of our assets, or other actions requiring stockholder approval.

We may not pay cash dividends in the future.

Our board of directors evaluates our ongoing operational and financial performance in order to determine what role strategically aligned dividends should play in creating shareholder value. We have paid regular and special cash dividends in the past. Since Fiscal 2019, we have paid quarterly cash dividends ~~(see Note 14 to the accompanying consolidated financial statements)~~. There can be no assurance that the evaluations of our board of directors will result in the payment of regular or special cash dividends, or a change in the amounts of such dividends, in the future.

We may discontinue the repurchase of our common stock in the future.

Under our share repurchase program, our board of directors has authorized us to repurchase shares of our common stock in the open market or through investment banking institutions, privately negotiated transactions, or direct purchases. We began to repurchase shares of our common stock in November 2021, and we have repurchased shares of our common stock during each fiscal year since then ~~(see Item 5 in Part II of this 2025 Annual Report and Note 14 to the accompanying consolidated financial statements)~~. The timing and amount of stock repurchase transactions depend on market and business conditions, applicable legal and credit requirements, and other corporate considerations. We have no obligation to repurchase any amount of our common stock under the share repurchase program. ~~The~~We ~~share~~could ~~repurchase~~suspend, ~~program~~modify ~~may~~or bediscontinue ~~suspended,~~our ~~modified~~share orrepurchase ~~discontinued~~program at any time, and we cannot guarantee that we will continue to make common stock repurchases up to the authorized amount.

Provisions of our certificate of incorporation and Delaware law could deter takeover attempts.

Provisions of our certificate of incorporation and Delaware law ~~could~~may delay, prevent, or ~~make~~complicate ~~more difficult~~ a merger, tender offer or proxy contest involving us. Among other things, our board of directors may issue up to 500,000 shares of our preferred stock and may determine the price, rights, preferences, privileges and restrictions, including voting and conversion rights, of these shares. The issuance of preferred stock by us could adversely affect the rights of holders of common stock by, among other factors, establishing dividend rights, liquidation rights and voting rights that are superior to the rights of the holders of the common stock. In addition, Delaware law limits transactions between us and ~~persons~~other parties that acquire significant amounts of our stock without approval of our board of directors.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

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ITEM 1C. CYBERSECURITY

~~Our~~We ~~approach~~manage ~~to managing~~ cybersecurity risk ~~involves~~through aprograms ~~comprehensive~~implemented ~~program~~across ~~established~~our atsubsidiaries ~~each subsidiary~~ and ~~our~~ corporate headquarters. ~~This~~The ~~strategy~~programs ~~intends~~are designed to ~~pinpoint~~identify and address entity-specific risks ~~associated~~related ~~with~~to ~~both~~ our digital and physical assets ~~with~~and ~~the~~to ~~objective~~protect ~~of employing effective measures that ensure the security of~~ our infrastructure, systems, data, customers, business partners, ~~customers,~~ and financial information ~~against~~from ~~potential~~cybersecurity ~~cyber~~ incidents. Corporate management ofprovides ~~the~~oversight ~~holding~~of ~~company oversees~~ the cybersecurity risk ~~program~~management atprograms ~~each~~across of the ~~subsidiaries to ensure the collective cohesively responds to~~ organization~~-wide risks~~.

~~Administered~~Our cybersecurity programs are administered by information security, information technology, and compliance professionals and managed by senior management at each ofsubsidiary. ~~our~~The ~~subsidiaries,~~programs ~~our~~are ~~cybersecurity program is~~ integrated into our ~~broader~~ enterprise risk management process and ~~aligns~~are designed to align with recognized frameworks and industry standards, as applicable, and ~~complies~~to comply with ~~various~~applicable legal and regulatory requirements. The audit committee of our board of directors oversees management’s cybersecurity programs and the reporting of cybersecurity incidents.

The audit committee of our board of directors oversees management’s cybersecurity program and ensures timely reporting and management of cyber incidents.

Risk Management and Strategy

AsOur ~~our business objectives and operational needs change, our~~ cybersecurity professionals ~~continuously~~ evaluate and refine ~~the~~cybersecurity measures ~~taken~~as ~~to address~~ our ~~identified~~business ~~risks~~and ~~for~~operational ~~each~~needs ~~subsidiary~~evolve. ~~Our~~Depending ~~technical measures, based~~ on each subsidiary’s environment, ~~may~~our controls include ~~firewalls,~~network ~~segmented networks, intrusion detection~~ and ~~prevention~~endpoint ~~systems,~~security ~~encryption, anti-malware~~ tools, ~~and configuration controls~~encryption, ~~to shield our information systems from cybersecurity incidents. Additionally, we apply strong~~ access ~~controls, enforce multi-factor authentication, and regularly update software and patches against vulnerability exploitation.~~

We use managed endpoint detection and response tools to proactively monitor, detect, and respond to security threats across all endpoints, including desktops, laptops, and mobile devices. These tools provide real-~~time~~ ~~visibility~~19 ~~into endpoint activities, allowing us to identify suspicious behavior, such as malware infections, unauthorized access attempts, and abnormal system processes.~~-

We maintain business continuity plans that define how our critical operations will continue during disruptions, ensuring minimal downtime and seamless access to vital services. Our comprehensive disaster recovery plans include regularly testing backup systems and clear procedures for restoring critical business applications in the event of data loss, cyberattacks, or natural disasters. This multi-faceted approach ensures that, even in the face of unexpected incidents, our subsidiaries and organization can quickly recover, maintain operational resilience, and protect the data and services that are essential to our success.

Acknowledging the dynamic and complex landscape of cybersecurity threats, we engage with various external specialists to evaluate and strengthen our information security practices and procedures. Such engagements differ across our subsidiaries, as they are tailored to the specific risk profile of each subsidiary, ensuring that each entity works with experts most suited to their specific cybersecurity needs. These engagements, which may encompass regular audits, risk assessments, gap assessments, social engineering and penetration testing, and consultations on security enhancements, enable us to align with industry best practices. Significant results and recommendations of these assessments are reported to the audit committee and, as necessary, the board of directors, leading to adjustments in our cybersecurity approach to ensure our defenses remain robust and effective.

During Fiscal 2025, GPS hired a cybersecurity engineer whose mission is to design and implement a comprehensive cybersecurity architecture that elevates the current risk management and strategy while leveraging existing platforms, policies and best practices.

Recognizing the importance of human factors in cybersecurity, we prioritize conducting regular security and awareness training for employees that emphasizes common threats, such as phishing, social engineering, sensitive data exposure, and insider risks. These initiatives are designed to ensure that employees understand the latest security threats, best practices, and how to recognize potential risks. In addition to regular training sessions, we also perform simulated exercises, such as phishing drills, to reinforce learning and test employees' ability to respond to real-world threats. Lastly, we regularly share

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~~security~~controls ~~updates~~(including multi-factor authentication), and ~~reminders~~patch ~~through~~and ~~internal~~configuration ~~communications~~management. ~~and~~We ~~provide~~use ~~dedicated~~managed ~~means~~endpoint ~~for~~detection ~~employees~~and response tools to ~~report~~monitor, ~~attempted~~detect and respond to threats across desktops, laptops and mobile devices.

ToWe ~~mitigate~~maintain ~~cybersecurity~~business ~~risks~~continuity ~~linked to our engagement with third-party service providers, we perform security screening~~ and ~~review~~disaster ~~for~~recovery ~~prospective~~plans ~~vendors~~intended ~~that~~to ~~require~~support ~~access~~the torestoration ~~our~~of ~~information~~critical systems. ~~Based on the subsidiary~~ and ~~the~~operations ~~vendor~~following disruptions, ~~this~~including ~~process~~cybersecurity ~~may~~incidents. ~~include~~We ~~reviewing~~also ~~the~~engage ~~vendor’s~~external ~~data~~specialists ~~protection~~from ~~policies,~~time ~~assessing~~to ~~their~~time ~~ability~~ to ~~meet~~assess our ~~security~~cybersecurity ~~requirements,~~programs ~~and~~through ~~ensuring~~activities ~~that~~such ~~they~~as ~~have~~audits, ~~adequate~~risk ~~safeguards~~assessments ~~in place to prevent~~ and ~~respond~~penetration ~~to breaches~~testing. ~~For~~Such ~~our~~engagements ~~ongoing~~differ ~~relationships~~across ~~with~~our ~~regular vendors~~subsidiaries, weas ~~may~~they ~~conduct~~are ~~annual~~tailored ~~risk assessments~~ to ~~re-evaluate~~the ~~their~~specific ~~security~~risk ~~posture,~~profile ~~identify~~of ~~any~~each ~~changes or emerging risks~~subsidiary, ~~and~~ensuring ~~ensure~~ that ~~they~~each ~~continue~~entity toworks ~~meet~~with ~~our~~experts ~~standards.~~most ~~Additionally,~~suited to ~~further~~their ~~protect~~specific ~~our~~cybersecurity ~~operations~~needs. ~~and~~Management ~~enhance~~reports ~~our~~significant ~~cybersecurity~~results ~~risk~~and ~~management~~recommendations ~~process,~~to wethe ~~maintain~~audit ~~cybersecurity~~committee ~~risk~~and, ~~insurance~~as ~~obtained~~appropriate, ~~from~~the ~~industry~~board ~~leading~~of ~~underwriters~~directors.

~~Our~~We ~~strategy~~provide ~~for~~regular ~~responding to~~ cybersecurity ~~incidents~~awareness ~~involves~~training ato ~~well-defined~~employees, ~~plan~~including attraining ~~each~~on ~~subsidiary that prescribes dedicated cross-functional personnel to each response team~~phishing, ~~ensuring~~social aengineering ~~coordinated~~ and ~~premeditated~~sensitive ~~response.~~data ~~These plans~~handling, ~~which~~and ~~undergo~~we ~~regular~~conduct ~~review,~~periodic ~~assert~~simulated ~~the~~phishing ~~ability~~exercises. ofWe ~~system~~also ~~recovery~~evaluate ~~processes~~cybersecurity ~~and~~risks ~~provide~~associated ~~response~~with ~~frameworks~~third-party ~~for~~service ~~escalating~~providers ~~issues.~~that ~~The~~require ~~plans~~access ~~are designed~~ to ~~minimize the impact to~~ our ~~operations~~systems and ~~stakeholders~~, ~~initiate~~where appropriate, ~~communications~~conduct ~~both~~ongoing ~~within~~reviews ~~and~~of ~~outside~~vendor ofsecurity ~~the~~practices. ~~organization~~In addition, ~~and~~we ~~identify~~maintain ~~recommendations~~cybersecurity ~~for~~insurance ~~improvement~~obtained from industry-leading underwriters.

Our strategy for responding to cybersecurity incidents involves a well-defined plan at each subsidiary that prescribes dedicated cross-functional personnel to each response team, ensuring a coordinated and predefined response. These plans, which undergo regular review, assert the ability of system recovery processes and provide response frameworks for escalating issues. The plans are designed to minimize the impacts on our operations and stakeholders, initiate appropriate communications both within and outside of the organization, and identify recommendations for improvement.

Governance and Oversight

While our management team is tasked with the day-to-day handling of risks facing our organization, ~~the~~our audit committee, as delegated by the board of directors and documented in ~~the~~its ~~committee’s~~ charter, ~~specifically~~ oversees cybersecurity risk and governance. Management provides the audit committee ~~regular~~periodic updates ~~covering~~regarding information security ~~issues~~matters, ~~recent~~including ~~organizational~~cybersecurity ~~developments and IT~~ initiatives, vulnerability and risk assessments, third-party evaluations, and emerging ~~best practices~~threats. The audit committee also ~~engages~~consults with ~~our~~ internal audit ~~firm~~ and ~~other~~ external specialists ~~about organizational risks related to cybersecurity,~~ as ~~well as the policies and controls designed to mitigate these risks~~needed. ~~In January 2024, our board of directors participated in a cybersecurity training session provided by our internal audit firm.~~ Our audit committee or the board of directors ~~is actively involved in strategic cybersecurity decisions, providing guidance and concurrence for significant or pervasive projects. This~~ ensures that cybersecurity is seamlessly integrated into our strategic planning, aligning with our broader organizational goals.

Additionally, we have established a cross-organizational IT steering committee, comprising senior and executive leadership, enterprise risk management representatives, and IT management~~, many of whom have over 15 years of experience and hold professional certifications in their respective fields~~. InTo ~~an effort to~~ build a comprehensive cybersecurity strategy across the organization, this committee convenes as needed to discuss ongoing cybersecurity initiatives, emerging regulatory requirements and industry standards, and results of risk assessments.

Cybersecurity incidents, if any, are regularly reported to cross-functional teams at each subsidiary through the dedicated means we have in place, and events deemed critical are reported to the chief executive officer and chief financial officer. Moreover, the audit committee and the board of directors are promptly informed of any significant cybersecurity incident, along with continuous updates until resolution.

Cybersecurity Risks, Threats and Material Incidents

~~Despite~~Cybersecurity ~~our~~threats ~~endeavors~~are tocontinually ~~safeguard the security and integrity of our networks~~evolving, ~~systems,~~ and ~~the~~no ~~sensitive~~controls ~~information~~can ~~they~~provide ~~contain~~absolute orassurance ~~transmit,~~against ~~including~~a ~~the adoption of numerous~~ cybersecurity ~~policies~~incident. ~~and~~A ~~protocols~~successful ~~aimed~~breach ~~at mitigating the risk of cybersecurity breaches~~ or ~~disruptions~~disruption ascould ~~previously~~adversely ~~outlined,~~affect itour ~~is impossible to guarantee the complete effectiveness of these measures. There remains a possibility that efforts to thwart cybersecurity threats may not be entirely successful~~operations, ~~potentially~~financial ~~resulting~~condition ~~in successful breaches~~ or ~~disruptions~~results ~~that~~of ~~could be harmful~~operations. Refer to “Our failure to protect our management information systems against security breaches could adversely affect our business and results of operations” in Item 1A. Risk Factors.

As previously disclosed, we were targeted by a complex criminal scheme early in Fiscal 2024, ~~which~~that resulted in fraudulently-induced outbound wire transfers to a third-party account (see Note 1817 to the accompanying consolidated financial statements). ~~The~~We ~~Company~~ promptly ~~self-~~discovered the fraudulent activity and contacted the remitting ~~bank,~~and receiving ~~bank~~banks, dispute resolution experts, and federal and local law enforcement authorities. ~~Moreover,~~We wealso ~~quickly~~ informed the audit committee and ~~regularly~~ provided ~~them~~regular ~~with~~ updates during investigation and recovery efforts. As a result of the fraud loss, net of funds recovered, and professional fees incurred related to an independent forensic investigation and recovery efforts, we recognized $2.7 million of loss in Fiscal 2024. We are unaware of any other significant security breaches at any of our business locations.

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result of the fraud loss, net with funds recovered, and professional fees incurred related to an independent forensic investigation and efforts to recover the funds, we recognized $2.7 million of loss. We are unaware of any other significant security breaches at any of our business locations.

ITEM 2. PROPERTIES.

InOur ~~February 2025, we moved our~~ corporate headquarters toare in Arlington, Virginia, where we lease ~~approximately 3,678 square feet of~~ office space. ~~Prior to our move, our corporate headquarters were based in Rockville, Maryland.~~

~~GPS~~Our Power segment owns and occupies a three-story office building ~~(23~~in Glastonbury,~~380~~ ~~square~~Connecticut, ~~feet)~~which ~~and~~serves ~~the~~as ~~underlying~~its ~~land~~U.S. (1headquarters.75 ~~acres),~~The international operations of our Power segment owns two floors and leases an additional floor of an office building located in ~~Glastonbury~~Limerick, ~~Connecticut~~Ireland, ~~that~~which serves as its headquarters. In addition, it owns an operations support facility in Nenagh, Ireland, that includes approximately 10,663 square feet of warehouse space and a small amount of office space. It also leases office space in a building located in Derby, England.

~~TRC~~Our Industrial segment owns and occupies aan ~~one-story~~ industrial fabrication and warehouse facility (approximately 90,000 square feet), ~~containing~~which ~~approximately~~includes ~~5,400 square feet of~~ office space, ~~and~~where ~~the~~it ~~underlying~~is ~~land~~headquartered ~~(12.16 acres), located~~ in Winterville, North Carolina. ~~TRC~~In ~~also leases three offices (approximately 5~~addition,~~073~~ ~~square~~the ~~feet~~segment inleases ~~total)~~several offices that are located ~~close to one another in Winterville, North Carolina~~nearby.

~~APC~~Our ~~owns~~Teledata ~~the~~segment ~~top~~is ~~two~~headquartered ~~floors~~in (3Tracys Landing,~~500~~ ~~square~~Maryland, ~~feet)~~where ~~and~~it leases anfacilities ~~additional~~that ~~floor~~include ~~(2,000~~approximately ~~square~~five ~~feet)~~acres of anland, ~~office~~a ~~building~~2,400 ~~located~~square infoot ~~Limerick,~~maintenance ~~Ireland~~facility, ~~that~~and ~~serves~~office ~~as its headquarters~~space. InThe ~~addition,~~segment ~~APC~~also ~~owns~~leases anoffice ~~operations~~space ~~support~~and ~~facility~~warehouse inspace ~~Nenagh, Ireland, that includes~~ (approximately 1011,~~663~~460 square feet) ofin ~~warehouse~~Hampton, ~~and a small amount of office space~~Virginia.

~~SMC~~We isbelieve ~~primarily~~our ~~located~~owned and leased properties are adequate to support our current operations. Our operations in ~~Tracys~~the ~~Landing,~~field ~~Maryland,~~may ~~and~~require ~~leases~~us ~~facilities~~to ~~that~~occupy ~~include~~additional ~~approximately~~facilities ~~five~~for ~~acres~~project ofsupport, ~~land~~staging, aor ~~2,400~~work ~~square~~performed ~~foot~~at ~~maintenance~~or ~~facility~~near ~~and~~customer ~~approximately~~premises 3or job sites. Accordingly,~~900~~ ~~square~~we ~~feet~~may oflease local office space., ~~SMC~~construction ~~also~~offices ~~leases~~on ~~office~~or ~~space~~near (3job sites,~~570~~ ~~square~~storage ~~feet)~~yards ~~and~~for ~~warehouse~~equipment ~~space~~and ~~(11~~materials,~~460~~ ~~square~~and ~~feet)~~temporary housing units under short-term arrangements. These costs are expensed as incurred and are included primarily in ~~Hampton,~~the ~~Virginia~~cost of revenues.

We consider the Company’s owned and leased properties to be sufficient for continuation of our operations for the foreseeable future. Our operations in the field may require us to occupy additional facilities for project support, staging or on customer premises or job sites. Accordingly, we may rent local office space, construction offices on or near job sites, storage yards for equipment and materials and temporary housing units; all under arrangements that are temporary or short-term in nature. These costs are expensed as incurred and are included substantially in the cost of revenues.

ITEM 3. LEGAL PROCEEDINGS.

In the normal course of business, wethe Company may behave ~~involved~~pending inclaims and legal proceedings. ~~and~~We ~~other~~maintain ~~incidental~~accrued ~~matters~~expense balances for the estimated amounts of legal costs expected to be billed related to ~~pending~~any ~~claims~~significant matter. ItIn isthe ~~our~~ opinion of management, based on information available at this time, ~~that~~there ~~any~~are no current ~~claim~~claims orand ~~proceeding~~proceedings ~~will~~that ~~not~~would have a material adverse effect on ~~our~~the consolidated financial statements (see Note 10 to the accompanying consolidated financial statements). However, the outcomes of such legal claims and proceedings are subject to inherent uncertainties.

In March 2025, ~~APC’s~~our ~~subsidiary in the~~ U.K., ~~Atlantic~~subsidiary ~~Projects Company (UK) Limited (“APC UK”),~~ sued EP NI Energy Limited and EP UK Investment Limited (together referred to as “EP”) in the High Court of Justice, Business and Property Courts of England and Wales for EP’s breach of contract and failure to remedy various events which negatively impacted the schedule and costs of aan ~~project~~overseas ~~to construct a 2 x 330 MW natural gas-fired power plant in Carrickfergus (the “Kilroot Project”)~~project, resulting in EP receiving the benefits of the construction efforts of ~~APC~~our UKU.K. subsidiary and the corresponding progress on the project without making payments ~~for~~to ~~the~~which ~~value~~our ~~received~~U.K. Assubsidiary ~~previously~~was ~~disclosed,~~contractually ~~APC~~entitled. UKOur U.K. subsidiary provided 14the ~~days’~~project owner notice to terminate asbecause ~~a result~~ of project owner breaches of the contract. Those breaches were not resolved ~~during that 14-day period~~, as a result of which the contract terminated on May 3, 2024. ~~APC~~Subsequently, UKthe project owner made a draw for the full amount of a $10.0 million irrevocable letter of credit, or on-demand performance bond, issued by our bank. We believe the project owner improperly initiated the draw on the bond and, therefore, the amount should be refunded. This amount is included in accounts receivable as of January 31, 2026. Our U.K. subsidiary has significant billable receivables, unresolved contract variations and claims for extensions of time, among other issues, related to ~~the~~an ~~Kilroot~~overseas ~~Project~~project. The project owner has asserted counterclaims that ~~APC~~our UKU.K. subsidiary disputes. ~~APC~~Our UKU.K. subsidiary will vigorously assert its rights and claims ~~in order~~ to recover its lost value and collect any remaining monies owed.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

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PART II

Shares of our common stock trade under the symbol AGX on the New York Stock Exchange (the “NYSE”). As of March 2120, ~~2025~~2026, we had approximately 4941 stockholders of record. This number does not include shareholders for whom shares were held in “street name.”

Dividends

Since Fiscal 2019, we have paid consecutive quarterly cash dividends. The regular quarterly dividend amount was increased from $0.25 per share of our common stock to $0.30 per share for the quarter ended October 31, 2023, ~~and~~ to $0.375 per share for the quarter ended October 31, 2024, and to $0.50 per share for the quarter ended October 31, 2025. Each quarter, our board of directors evaluates the Company’s ongoing operational and financial performance in determining the amount of the regular dividend and any special dividend. There can be no assurance that these evaluations will result in the ~~payments~~payment of cash dividends in the future.

Share Repurchase Program

In ~~November~~June ~~2021~~2020, ~~we began to repurchase shares of~~ our ~~common stock pursuant to a program approved by our~~ board of directors. ~~During~~approved ~~Fiscal~~a ~~2023, our board of directors authorized an increase in our~~ share repurchase program ~~from $100 million~~ to ~~$125~~repurchase ~~million,~~shares ~~and~~of ~~in June 2024,~~ our ~~board~~common ofstock ~~directors authorized to extend~~ (the ~~program~~“Share toRepurchase ~~January 2027~~Program”). The ~~repurchases~~board ~~may~~has ~~occur~~subsequently inincreased the ~~open~~authorization, ~~market~~the ormost ~~through~~recent ~~investment~~occurring ~~banking~~on ~~institutions~~April 10, ~~privately negotiated transactions~~2025, orwhen ~~direct~~the ~~purchases.~~board ~~The~~approved ~~timing~~an ~~and~~additional ~~amount~~$25 ofmillion ~~stock repurchase transactions will depend on market and business conditions~~increase, ~~applicable~~resulting ~~legal~~in ~~and~~a ~~credit~~total ~~requirements~~authorized ~~and~~amount ~~other~~of ~~corporate~~$150 ~~considerations~~million. In ~~accordance~~Fiscal ~~with the SEC’s Rule 10b5-1~~2025, ~~and pursuant to our share repurchase plan, we have allowed, and may in~~ the ~~future~~board ~~allow,~~extended the ~~repurchase~~Share ofRepurchase ~~common~~Program ~~stock~~through ~~during~~January ~~trading blackout periods by an investment banking firm or other institution agent acting on our behalf pursuant to predetermined parameters~~2027.

~~Information~~The ~~related~~timing toand ~~our~~amount ~~share~~of any repurchases ~~for~~will depend on market and business conditions, applicable legal and credit requirements, and other corporate considerations. In accordance with Rule 10b5-1 under the ~~fiscal~~Securities ~~quarter~~Exchange ~~ended~~Act ~~January~~of 311934, ~~2025~~and ispursuant to the Share Repurchase Plan, we have permitted, and may in the future permit, the repurchase of our common stock during trading blackout periods by an investment banking firm or other institution acting as ~~follows:~~our agent under predetermined parameters.


					Approximate Dollar
				Total Number of	Value of Shares That May Yet
				Shares Purchased as Part	Be Purchased under the
	Total Number of	Average Price per		of Publicly Announced	Plans or Programs
Period	Shares Repurchased	Share Paid		Plans or Programs	(Dollars in Thousands)
November 1 - 30, 2024	5,488	$	157.58	—	$	23,373
December 1 - 31, 2024	43,701	$	146.38	5,251	$	22,637
January 1 - 31, 2025	7,539	$	167.11	1,000	$	22,495
Total	56,728			6,251

Information relating to our share repurchases for the fiscal quarter ended January 31, 2026 is as follows:

For the month ended November 30, 2024, we accepted 5,488 shares of our common stock at the average price per share of $157.58 for the exercise price and/or tax withholding in connection with stock option exercises and restricted stock unit settlements that occurred during the month. For the month ended December 31, 2024, we accepted 38,450 shares of our common stock at the average price per share of $147.24 for the exercise price and/or tax withholding in connection with stock option exercises and restricted stock unit settlements that occurred during the month. For the month ended January 31, 2025, we accepted 6,539 shares of our common stock at the average price per share of $170.98 for the exercise price and/or tax withholding in connection with stock option exercises and restricted stock unit settlements that occurred during the month.


					Approximate Dollar
				Total Number of	Value of Shares That May Yet
				Shares Purchased as Part	Be Purchased under the
	Total Number of	Average Price per		of Publicly Announced	Plans or Programs
Period	Shares Repurchased	Share Paid		Plans or Programs	(Dollars in Thousands)
November 1 - 30, 2025	—	$	—	—	$	40,447
December 1 - 31, 2025	4,300	$	322.86	4,300	$	39,059
January 1 - 31, 2026	15,454	$	327.99	4,282	$	37,618
Total	19,754			8,582

-For 27the -month ended January 31, 2026, we accepted 11,172 shares of our common stock at the average price per share of $324.79 in exchange for the exercise price and/or tax withholding in connection with stock option exercises and restricted stock unit settlements that occurred during the month.

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Common Stock Price Performance Graph

The graph presented below compares the percentage change in the cumulative total stockholder return on our common stock for the last five years with the S&P 500, a broad market index, and the Dow Jones US Heavy Construction TSM Index, a group index of companies where their focus is limited primarily to heavy civil construction. The returns are calculated assuming that an investment with a value of $100 was made in our common stock and in each index atas of January 31, ~~2020~~2021, and that all dividends were reinvested in additional shares of common stock. The graph lines merely connect the measuring dates and do not reflect fluctuations between those dates. The stock performance shown on the graph is not intended to be indicative of future stock performance.

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Years Ended January 31,

~~2020~~2021

~~2021~~2022

~~2022~~2023

~~2023~~2024

~~2024~~2025

~~2025~~2026

Argan, Inc.

100.00

~~109~~87.8089

9694.5088

~~104~~110.1775

~~121~~346.6055

~~380~~886.4907

S&P 500

100.00

~~117~~123.2529

~~144~~113.5616

~~132~~136.6872

~~160~~172.3078

~~202~~201.5903

Dow Jones US Heavy Construction TSM

100.00

~~128~~124.3495

160.3662

~~206~~180.1375

~~231~~279.9788

~~359~~440.1920

Unregistered Sales of Equity Securities and Use of Proceeds

None.

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ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This section of our ~~2025~~2026 Annual Report may include projections, assumptions and beliefs that are intended to be “forward-looking statements.” They should be read inwhile ~~light~~considering of our cautionary statement regarding “forward-looking statements” presented at the beginning of this ~~2025~~2026 Annual Report. The following discussion summarizes the financial position of Argan, Inc. and its subsidiaries as of January 31, ~~2025~~2026, and the results of their operations for Fiscal ~~2025~~2026 and ~~Fiscal 2024, and should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in Item 8 of this 2025 Annual Report.~~

~~Please see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in the Company’s Annual Report on Form 10~~-K ~~for~~23 the year ended January 31, 2024, that was filed with the SEC on April 11, 2024, for a discussion of financial trends, variance drivers and other significant matters for Fiscal 2024 as compared with Fiscal 2023.-

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Fiscal 2025, and should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in Item 8 of this 2026 Annual Report.

Refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended January 31, 2025, that was filed with the SEC on March 27, 2025, for a discussion of financial trends, variance drivers and other significant matters for Fiscal 2025 as compared with Fiscal 2024.

Overview

The Company is primarily a construction firm that conducts operations through its wholly -owned subsidiaries, ~~GPS, APC, TRC and SMC~~ across three distinct reportable business segments.

Power ~~Industry Services~~: ~~Through~~Our ~~GPS~~Power ~~and~~segment ~~APC,~~provides ~~we provide~~ a full range of engineering, procurement, construction, commissioning, maintenance, project development and technical consulting services to the power generation market,. ~~including~~The ~~the renewable energy sector, for a wide range of~~ customers, ~~including~~include primarily independent power ~~project owners~~producers, public utilities, power plant ~~heavy~~ equipment suppliers and other commercial firms with significant power requirements. ~~Projects~~Customer projects are located in the U.S., Ireland and the U.K.

Industrial ~~Construction Services~~: ~~Through~~Our ~~TRC,~~Industrial wesegment ~~provide~~provides ~~primarily~~ field services ~~that~~supporting ~~support~~ new plant construction and plant additions, ~~maintenance turnarounds, shutdowns and emergency mobilizations~~ for industrial ~~plants~~facilities primarily located in the Southeast region of the U.S. ~~and~~The ~~that~~segment ~~may~~also ~~include~~fabricates, ~~the fabrication~~delivers, ~~delivery~~ and ~~installation~~installs ofmetal ~~steel~~ components, ~~such~~including as piping systems and pressure vessels., and performs maintenance turnarounds, shutdowns, and emergency mobilizations.

~~Telecommunications~~Teledata: ~~Infrastructure~~Our ~~Services:~~Teledata ~~Through~~segment ~~SMC~~provides project management, ~~which~~construction, ~~conducts~~installation, ~~business~~maintenance, asrepair, ~~SMC~~and ~~Infrastructure~~emergency ~~Solutions,~~response weservices ~~provide~~across ~~project~~power ~~management~~distribution and information, ~~construction~~communications, ~~installation~~ and ~~maintenance~~data ~~services~~networks. The tosegment’s customers include commercial and industrial organizations, ~~local~~as ~~government~~well as state and federal government ~~customers~~agencies, primarily inthroughout the Mid-Atlantic region of the U.S.

Project Backlog

AtAs of January 31, ~~2025~~2026 and ~~2024~~2025, our consolidated project backlog amount of $12.49 billion and $01.84 billion, respectively, consisted substantially of projects within our ~~power~~Power ~~industry services reporting~~ segment.

~~Our~~The ~~reported~~ amount of our project backlog reported at a point in time represents the ~~total~~expected ~~value~~revenues offrom the remaining work on projects ~~awarded~~where tothe usscope ~~that~~is wesufficiently ~~consider~~defined toand bethe ~~firm~~contract asvalue ofcan ~~that~~be ~~date~~reasonably ~~less~~estimated. While the ~~amounts~~inclusion of ~~revenues~~contract ~~recognized~~values toin ~~date~~project backlog involves management judgment based on the ~~corresponding~~facts ~~projects.~~and ~~Typically~~circumstances, we typically include the ~~total~~ value of ~~EPC~~the ~~services~~contract ~~and other major construction contracts~~ in project backlog upon receiving a notice to proceed from the project owner. ~~When~~In ~~provided~~making ~~with~~the andetermination ~~LNTP,~~of weproject ~~usually~~backlog, ~~record~~management ~~only~~may ~~the~~consider ~~value~~several offactors, ~~the~~including ~~contract~~terms ~~related~~of to the ~~LNTP initially. Nevertheless~~contract, the ~~inclusion~~degree of ~~contract values in~~ project ~~backlog~~financing ~~may~~and ~~require~~permitting, ~~management~~and ~~judgment~~historical ~~based~~experience onwith ~~the~~similar ~~facts and circumstances~~contracts. ItThe ~~is important to note that the~~ start of new projects is primarily controlled by project owners and ~~that~~ delays may occur that are beyond our control.

We are committed to the construction of state-of-the-art, natural gas-fired power plants, as important elements of our country’s electricity-generation mix now and in the future. We target natural gas-fired power ~~plant~~plants, renewable energy ~~plant~~plants, energy storage, and industrial construction opportunities in the U.S., and natural gas-fired power plants and biomass power plants in Ireland and the U.K. Our vision is to safely contribute to the construction of the energy infrastructure and state-of-the-art industrial facilities that are essential to future economic prosperity in the areas where we operate. We intend to realize this vision with motivated, creative, high-energy and customer-driven teams that are committed to delivering the best possible project results each and every time.

-860 29MW -Thermal Project

In October 2025, we entered an EPC services contract and received the corresponding full notice to proceed (“FNTP”) for the construction of an approximately 860 MW natural gas-fired power plant located in the ERCOT market. Construction began during the fourth quarter of Fiscal 2026, and the project has an expected completion date in calendar year 2028.

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1.4 GW Thermal Project

In October 2025, we received FNTP on an EPC services contract for a 1.4 GW combined-cycle natural gas-fired power plant in Ward County, Texas. Construction began during the fourth quarter of Fiscal 2026, and the project has an expected completion date in calendar year 2029.

170 MW Thermal Project

In July 2025, we entered an EPC services contract for the construction of a power plant with a planned electricity generation capacity of approximately 170 MW in County Meath, Ireland. Project activity commenced in the third quarter of Fiscal 2026. The project has an expected project completion date in calendar year 2028.

Sandow Lakes Power Station

In April 2025, we received a notice to proceed on an EPC services contract to build a 1.2 GW combined-cycle natural gas-fired power plant in Lee County, Texas. Project activity commenced in the second quarter of Fiscal 2026. The project has an expected completion date in calendar year 2028.

Tarbert Next Generation Power Station

In January 2025, ~~APC~~we entered ~~into~~ an EPC services contract ~~for~~to build an approximately 300 MW biofuel power plant located in County Kerry, Ireland. The Tarbert Next Generation Power Station will ~~consist of Ansaldo Energia’s AE94.3A turbine that will~~ run on 100% sustainable biofuels, specifically hydrotreated vegetable oil~~, with the potential to convert to hydrogen~~. ~~The~~Project ~~flexible~~activity ~~power~~commenced ~~generated~~in at the ~~Tarbert~~first ~~Next~~quarter ~~Generation~~of ~~Power~~Fiscal ~~Station will help to support Ireland’s energy security while delivering a renewables-led system~~2026. ~~Enabling~~The ~~works~~project ~~are~~has ~~now~~an ~~underway~~expected ~~ahead of full construction commencing Fiscal 2026 with planned~~ completion date towards the end of calendar year 2027.

700 MW Combined-Cycle Project

In December 2024, ~~GPS~~ we entered ~~into~~ an EPC services contract and received the corresponding FNTP ~~with~~to abuild ~~customer for~~ an approximately 700 MW combined-cycle natural gas-fired power plant located in the ~~United States~~U.S. Project activity commenced in the fourth quarter of Fiscal 2025. Project completion is scheduled for calendar year 2028.

Louisiana LNG Facility

In June 2024, we entered a subcontract and received FNTP for the installation of five 90 MW gas turbines for the dedicated supply of power to a LNG facility in Louisiana. This project, led by our Power segment, was a collaboration with our Industrial segment. Project work was completed during the first half of Fiscal 2026.

405 MW Midwest Solar Project

In ~~April~~August 2024, ~~GPS~~we ~~executed~~received anFNTP ~~LNTP~~on ~~with~~an aEPC ~~customer~~services contract to construct a utility-scale solar field in Illinois with the capacity to provide 405 MW of electrical power ~~(the “405 MW Midwest Solar Project”)~~. In August 2024, GPS received a full release for the activities on the EPC contract. The unique, multi-phased project includes solar-tracking panels that can be stowed by remote command for expected adverse weather events and will use pre-existing transmission and utility infrastructure from a nearby retired coal power plant. Project completion is scheduled for ~~the first half of the fiscal year ending January 31, 2027 (“~~Fiscal 2027”).

Trumbull Energy Center

In October 2022, GPS added to project backlog the EPC services contract value of the Trumbull Energy Center, a 950 MW natural gas-fired power plant now under construction in Lordstown, Ohio (the “Trumbull Energy Center”). We received the FNTP from the project owner, Clean Energy Future-Trumbull, LLC, in November 2022. This combined cycle power station will consist of two Siemens Energy SGT6-8000H gas-fired, high efficiency, combustion turbines with two heat recovery steam generators and a single steam turbine. Project completion is scheduled for the first quarter of Fiscal 2027.

Midwest Solar and Battery Projects

InBetween ~~August~~January ~~2023, GPS executed LNTPs for three solar~~ and ~~battery~~early ~~projects~~May ~~in Illinois (the “Midwest Solar and Battery Projects”). Under the LNTPs~~2024, ~~GPS~~we ~~commenced~~received ~~early~~FNTPs ~~engineering and design activities as well as procurement of major equipment~~ for ~~construction~~three of state-of-the-art solar energy and battery energy storage facilities. ~~Between~~in ~~January and early May 2024, GPS received FNTPs on all three of the solar and battery projects~~Illinois. The three projects will cumulatively represent 160 MW of electrical power and 22 MW of energy storage. Two of these projects were completed in ~~the fourth quarter of~~ Fiscal 2025. Completion of the final project, which has experienced certain regulatory delays, is expected into occur within the first half of Fiscal ~~2026~~2027.

~~Louisiana~~Trumbull ~~LNG~~Energy ~~Facility~~Center

In ~~June~~November ~~2024~~2022, ~~GPS~~we ~~entered into a subcontract and~~ received FNTP ~~for~~related ~~the~~to ~~installation~~an ofEPC ~~five~~services 90contract ~~MW gas turbines~~ for the ~~dedicated~~construction ~~supply~~ of ~~power~~a to950 aMW ~~liquified~~combined-cycle natural gas-fired ~~(“LNG”)~~power ~~facility~~plant in ~~Louisiana~~Lordstown, Ohio. ~~This~~Substantial ~~project,~~completion ~~led~~of bythe ~~GPS,~~project iswas areached ~~collaboration~~during ~~with~~the ~~TRC~~fourth ~~and~~quarter ~~APC~~of Fiscal 2026. Project completion is scheduled for the first half of Fiscal ~~2026~~2027.

~~Shannonbridge~~Industrial ~~Power~~Segment Project Backlog

~~APC~~As ~~entered into an EPC services contract with GE Vernova for the construction and commissioning~~ of anJanuary ~~open-cycle thermal power facility in County Offaly~~31, ~~Ireland~~2026, ~~that~~our ~~has~~Industrial ~~the~~segment’s ~~capacity~~project tobacklog ~~generate~~was approximately ~~264~~$253.0 MWmillion ofas ~~temporary~~compared ~~emergency~~to ~~electrical~~$53.2 ~~power~~million ~~(the~~on ~~“Shannonbridge~~January ~~Power~~31, ~~Project”)~~2025. InDuring ~~August~~Fiscal ~~2023~~2026, ~~APC received~~ the ~~FNTP~~Industrial onsegment ~~this~~added ~~project.~~contracts ~~Substantial~~to ~~completion~~its ~~of this~~ project, ~~that~~backlog ~~is defined in the corresponding contract as system turnover for commissioning, occurred in March 2024, and as of January 31, 2025, no amounts~~ related to ~~this project remained in project backlog.~~

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~~ESB~~an ~~FlexGen~~automotive ~~Peaker~~plant, ~~Plants~~data centers, an aluminum rolling and recycling facility, a water treatment plant, and facilities related to certain other industries.

In May 2022, APC entered into engineering and construction services contracts with the ESB to construct three 65 MW aero-derivative gas turbine flexible generation power plants in and around the city of Dublin, Ireland (“ESB FlexGen Peaker Plants”). Two of the power plants, the Poolbeg and Ringsend FlexGen Power Plants, are located on the Poolbeg Peninsula, and the Corduff FlexGen Power Plant is located in nearby Goddamendy. Substantial completion of each power facility occurred during the third quarter of Fiscal 2025, and as of January 31, 2024, no amounts related to these projects remained in project backlog.

TRC Project Backlog

As of January 31, 2025, TRC’s project backlog was approximately $53.2 million as compared to $127.5 million on January 31, 2024. For Fiscal 2025 and Fiscal 2024, TRC generated $167.6 million and $142.8 million in revenues, respectively. The increase in revenues for the current year from the comparative prior period highlights the results of our successful business development efforts in recent years with both new and recurring clients, particularly in securing larger industrial field service construction projects. Despite the decrease in the amount of TRC’s project backlog during the current year, we are encouraged by the number and size of opportunities in our project pipeline, and we expect the TRC project backlog will grow in Fiscal 2026.

Other Activity Subsequent to Year-end

In February 2025, an EPC services contract was awarded to GPS by Sandow Lakes Energy Company, LLC for a 1.2 GW ultra-efficient natural gas-fired power plant in Lee County, Texas. This project will be added to backlog upon receipt of a FNTP. Construction of this plant, which will be powered by two gas-fired turbines supplied by Siemens Energy, is scheduled to commence later this year and the project owner expects to commence power generation in 2028.

Contract Termination

In ~~October~~prior ~~2021~~fiscal years, ~~APC~~our UKU.K ~~was~~subsidiary ~~contracted~~recognized toan ~~construct~~estimated acontract 2loss xrelated ~~330~~to MWan ~~natural~~overseas ~~gas-fired~~project ~~power plant~~ in ~~Carrickfergus~~the ~~that~~amount isof ~~near~~approximately ~~Belfast,~~$13.4 ~~Northern Ireland~~million, inof anwhich ~~existing~~$3.4 ~~structure~~million ~~that~~ was ~~initially~~recorded ~~designed~~during toFiscal ~~enclose~~2025 ~~coal-fired~~and ~~power~~the ~~plant~~remainder ~~units.~~was Asrecorded ~~previously~~in ~~disclosed,~~Fiscal ~~there~~2024. ~~were~~Our aU.K ~~number~~subsidiary ofhas ~~challenges~~significant ~~related~~billable toreceivables, ~~the~~unresolved ~~Kilroot~~contract ~~Project~~variations ~~that~~and ~~adversely~~claims ~~impacted~~for ~~our~~extensions ~~ability~~of ~~to execute as expected~~time, ~~including~~among ~~supply~~other ~~chain delays~~issues, ~~material~~related ~~changes~~ to ~~the~~an overseas project, ~~the~~(see ~~COVID-19~~Note ~~omicron~~10 ~~outbreak,~~to the ~~war~~accompanying inconsolidated ~~Ukraine~~financial ~~and extreme weather~~statements). ~~Unresolved variations and claims disrupted the execution and harmed the cash flow of this project.~~

APC UK provided 14 days’ notice to terminate as a result of project owner breaches of the contract. Those breaches were not resolved during that 14-day period, as a result of which the contract terminated on May 3, 2024. Subsequently, the project owner made a draw for the full amount of a $9.2 million irrevocable letter of credit, or on-demand performance bond, issued by the Company’s bank. This amount is now part of the open and disputed claims related to this project because APC UK and the Company believe the project owner initiated the draw without cause and, therefore, the amount should be refunded. This amount is included in accounts receivable as of January 31, 2025.

We have recognized an estimated contract loss related to the Kilroot Project in the amount of approximately $13.4 million, of which $3.4 million was recorded during Fiscal 2025 and the remainder was recorded in the prior fiscal year. APC UK has significant billable receivables, unresolved contract variations and claims for extensions of time, among other issues, related to the Kilroot Project. The project owner has asserted counterclaims that APC UK disputes. APC UK will continue to pursue all of its rights under the contract (see Note 10 to the accompanying consolidated financial statements).

Market Outlook

~~Growing~~ Power ~~Demand~~Market Outlook

~~Since~~Electricity ~~2007, total annual U.S. electricity~~ demand ~~has~~in ~~fluctuated, where eight of~~ the ~~years~~United ~~during~~States ~~that period experienced year-over-year decreases in energy consumption. However, U.S. electricity demand~~ has ~~since~~increased ~~reached~~to its highest ~~level~~levels in approximately two decades, ~~reflecting a surge in consumption~~ driven by ~~emerging~~continued ~~technologies~~growth ~~and~~in ~~economic~~data ~~shifts.~~centers, ~~One~~increased ~~prominent~~electrification ~~driver~~across oftransportation ~~this~~and ~~surge~~industrial insectors, ~~energy~~and ~~demand~~ongoing isonshoring ~~the~~of ~~rapid~~manufacturing ~~increase~~activities. inAt the ~~number~~same ~~of data centers~~time, ~~which~~a ~~are~~significant ~~expanding~~portion toof ~~support~~ the ~~growing~~existing ~~adoption~~power ofgeneration AIfleet ~~technologies.~~is ~~These~~aging ~~facilities~~or ~~require~~being ~~substantial~~retired, ~~amounts~~creating ofchallenges ~~electricity~~for togrid ~~power~~reliability ~~advanced computing infrastructure, positioning them~~ as acapacity ~~major~~additions ~~contributor~~struggle to ~~future~~keep ~~electricity~~pace ~~demand.~~with ~~Technology~~rising ~~companies~~ demand.

-Grid 31operators have emphasized the need for additional dispatchable, reliable power sources to support system stability, particularly during periods of peak demand or reduced renewable output. These dynamics continue to influence investment decisions across the power generation sector. The timing and economics of power generation projects may also be influenced by evolving federal, state, and local regulatory requirements, permitting processes, and energy-related incentive programs, which can affect development schedules, financing, and project viability.

Natural gas remains the primary source of utility-scale electricity generation in the United States and continues to play a central role in maintaining grid reliability. The retirement of coal-fired facilities, combined with the efficiency, flexibility, and lower emissions profile of modern combined-cycle and simple-cycle gas plants, has supported sustained demand for natural gas-fired generation.

The pace of new gas-fired power plant development faces certain challenges, including equipment supply constraints, the limited number of EPC contractors, interconnection delays, evolving regulatory requirements, and financing considerations. In addition, long-term clean energy and decarbonization goals adopted by various jurisdictions may influence development timelines. However, recent actions by grid operators and state governments highlight a growing recognition of the importance of dispatchable generation in supporting reliability. Programs designed to incentivize new power capacity, including gas-fired facilities, reflect this focus. We believe that the operating efficiency, fuel availability, and operational flexibility of natural gas-fired power plants position them to remain a critical component of the U.S. generation mix, particularly as a complement to renewable energy resources.

Utility-scale solar generation and battery storage capacity continue to grow in the United States, supported by declining technology costs, advancements in energy storage, and available incentives. Battery storage, in particular, has become increasingly important in addressing the intermittency of renewable generation and enhancing grid flexibility. While renewable capacity additions are expected to continue, these resources typically require firm, dispatchable generation to ensure reliability. As a result, renewable energy development often requires natural gas-fired generation and energy storage solutions to support system balance and performance.

Behind-the-meter ("BTM") generation is becoming more prevalent among commercial and industrial customers, particularly data center developers facing tight timelines and interconnection constraints. As BTM resources expand alongside renewables, grid operators may require additional flexible dispatchable generation to maintain reliability, which could support continued demand for natural gas-fired power plants.

Nuclear energy may influence future generation capacity additions, with industry focus increasingly shifting toward small modular reactors ("SMRs") given the extended timelines, regulatory complexity, and high capital costs associated with

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~~with~~conventional AInuclear ~~ambitions~~development. ~~have~~While ~~begun~~interest ~~exploring deals to bring more power to the grid~~ in ~~order~~nuclear tohas ~~secure~~grown ~~long-term~~due ~~power contracts~~ to ~~address~~its ~~their~~minimal ~~significant~~carbon ~~electricity demand. However~~footprint, ~~advancements~~meaningful innew AIcapacity ~~efficiency—as~~is ~~highlighted~~generally bynot ~~DeepSeek,~~expected aat ~~generative~~scale AIfor ~~model—could~~several ~~reduce the power required per computation, potentially moderating the overall anticipated surge in electricity demand~~years. ~~If these efficiency gains outpace current expectations, the anticipated expansion of data center power needs might be significantly lower than forecasted.~~

~~Other~~Our ~~factors~~domestic ~~contributing~~operations toof our Power segment historically has represented the ~~projected~~predominant ~~growth~~portion of ~~electricity~~our ~~demand~~power-related inrevenues. ~~the~~However, ~~U.S.~~overseas ~~are~~power ~~the~~markets ~~accelerating~~may ~~shift~~continue ~~toward~~to ~~electric~~provide ~~vehicles~~important ~~(“EVs”)~~new power construction opportunities, particularly in Ireland and the ~~trend~~United ofKingdom. ~~onshoring~~Both ~~manufacturing~~markets ~~facilities.~~are Aspursuing ~~more~~ambitious ~~drivers~~renewable ~~transition~~energy toobjectives ~~EVs,~~while also emphasizing the need for ~~electricity~~flexible, dispatchable generation and grid-supporting technologies to ~~power~~maintain ~~charging~~reliability ~~networks~~as ~~will~~renewable ~~grow~~penetration ~~significantly~~increases. In Ireland, ~~further~~energy ~~straining~~policy continues to support the development of additional generation and grid ~~capacity.~~support ~~Meanwhile~~resources, ~~companies~~including ~~relocating~~natural ~~production~~gas-fired generation, battery storage, and other technologies intended to enhance security of supply. In the U.SK., energy policy continues to ~~enhance~~evolve, ~~supply~~with ~~chain~~ongoing ~~resilience~~efforts ~~are~~to ~~increasing~~expand ~~the~~renewable ~~energy~~generation ~~requirements~~while ofrecognizing ~~industrial~~the ~~operations.~~role ~~Combined,~~of ~~these~~flexible ~~factors~~conventional ~~underscore~~generation aand ~~growing~~grid ~~imperative~~infrastructure ~~for~~in ~~the~~supporting Usystem reliability.S. ~~energy~~We ~~sector~~continue to ~~adapt~~pursue toselective ~~rising~~construction ~~electricity~~opportunities ~~demands~~in these markets consistent with our experience in ~~the~~power ~~coming~~generation ~~decades~~and related infrastructure.

~~Keeping~~Across upmany ~~with~~of ~~growing~~these ~~energy~~markets, ~~demand is further challenged by~~ the ~~aging~~demand ~~fleet~~for ofnew ~~traditional~~ power ~~facilities~~generation ~~that~~capacity ~~are~~and atrelated orinfrastructure ~~nearing~~is ~~the~~occurring ~~end~~at ofa ~~their~~pace ~~operational~~that ~~life.~~exceeds ~~Throughout~~ the ~~U.S.,~~industry’s ~~the~~ability ~~risk~~to ofconstruct ~~electricity~~new ~~shortages~~facilities ~~grows~~in as the ~~retirement~~near ~~of traditional power plants outpaces their replacement~~term. ~~While~~A ~~renewable~~limited ~~energy~~number ~~sources~~of ~~like~~experienced ~~solar~~EPC ~~and wind are expanding~~contractors, ~~they~~along ~~often~~with ~~cannot~~constraints ~~provide~~in ~~the~~specialized ~~same level of consistent~~labor, ~~around-the-clock~~major ~~power~~equipment ~~generation~~manufacturing ~~as the retiring fossil-fuel plants. Electric-grid operators are warning that power-generating~~ capacity, isand ~~struggling~~project todevelopment ~~keep~~timelines, uphave ~~with~~created ~~demand,~~ a ~~gap~~supply-constrained ~~that~~environment ~~could~~for ~~lead~~large-scale ~~to additional rolling blackouts during heat waves or other peak~~ power ~~periods~~generation construction. As ~~demand~~a ~~for electricity continues to surge—driven by factors such as an increase in data center development~~result, ~~industrial~~project ~~expansion,~~developers and ~~the~~utilities ~~increasing~~often ~~electrification~~rely ofon ~~transportation—these~~a ~~closures~~relatively ~~could~~small ~~place~~group ~~even~~of ~~greater~~contractors ~~strain~~with ondemonstrated anexperience ~~already~~in ~~burdened~~the ~~grid,~~engineering ~~heightening~~and ~~reliability~~construction ~~concerns~~of ~~across~~large-scale ~~multiple~~power ~~regions~~generation facilities.

~~Natural~~We ~~Gas~~believe ~~Power~~these market dynamics have contributed to a strong pipeline of project opportunities. Our backlog growth in recent periods reflects these conditions and the continued demand for experienced contractors capable of executing complex power generation projects. However, the timing and extent of future project awards remain subject to a variety of factors, including regulatory developments, financing conditions, permitting timelines, equipment availability, and broader economic conditions, any of which could affect the pace at which new power generation projects move forward.

~~The~~Industrial ~~overall~~Market growth of our power business has been substantially based on the number of combined cycle and simple cycle gas-fired power plants built by us, as many coal-fired plants have been shut down in the U.S. In 2010, coal-fired power plants accounted for about 45% of net electricity generation in the U.S. For 2024, coal fueled approximately 16% of net electricity generation. It has been reported that the average age of the active plants in the coal-fired fleet approximates 45 years old with an average life span of 50 years; the last coal-fired power plant built in the U.S. was constructed in 2015. On the other hand, natural-gas fired power plants provided approximately 42% of the electricity generated by utility-scale power plants in the U.S. in 2024, representing an increase of 70% in the amount of electrical power generated by natural gas-fired power plants since 2010. Natural gas-fired power plants provided approximately 24% of net electricity generation in 2010.Outlook

~~There~~Industrial ~~exist~~field ~~certain~~services ~~headwinds~~typically ~~confronting~~represent amost ~~significant~~of ~~resurgence~~the inrevenues ~~the~~within ~~pace~~our ofIndustrial ~~planning~~segment, ~~new~~with ~~developments~~the ofremaining ~~gas-fired~~revenues ~~power~~derived ~~plants.~~primarily ~~Persistent~~from ~~supply~~metal ~~chain~~fabrication ~~constraints,~~projects. ~~which~~While ~~delay~~the ~~critical~~Industrial ~~equipment~~segment ~~delivery,~~has ~~and~~executed ~~interconnect~~projects ~~challenges~~across ~~that~~the ~~complicate~~U.S., ~~grid~~its ~~integration~~core ~~delay~~operating ~~project~~footprint ~~timelines~~is ~~and~~concentrated ~~strain~~in the ~~availability~~Southeastern ~~of project financing~~U. ~~In addition~~S., ~~various~~a ~~cities,~~region ~~counties~~that ~~and~~continues ~~states~~to ~~have~~attract ~~adopted~~industrial ~~clean~~investment ~~energy~~due ~~and~~to ~~carbon-free~~favorable ~~goals~~business orclimates, ~~objectives~~established ~~with~~transportation ~~achievement~~infrastructure, ~~expected~~access byto amodern ~~certain~~seaports, ~~future~~and ~~date,~~supportive ~~typically~~state 10and tolocal 30economic ~~years~~development ~~out~~programs.

~~However,~~Demand ~~there~~for ~~appears~~industrial toconstruction beservices ain ~~growing~~this ~~realization~~region ~~that~~continues ~~such carbon-free goals present risks~~ to ~~the~~be ~~reliability~~driven ofby ~~the~~increased ~~electricity~~manufacturing ~~grids. For example~~investment, ininfrastructure ~~November 2023~~upgrades, ~~Texas~~data ~~voters~~center ~~approved the $10 billion Texas Energy Fund (“TEF”)~~development, ~~thereby~~biotechnology ~~establishing a pool of funds intended to provide financing to projects that will enhance grid reliability~~ and ~~incentivize~~life ~~new~~sciences ~~dispatchable power generation~~ projects, ~~with~~energy astorage ~~significant~~deployment, ~~focus~~and onclean ~~natural~~water ~~gas-fired~~and ~~power~~environmental ~~plants~~initiatives. ~~Shortly~~In ~~thereafter~~addition, ~~the~~ongoing ~~Public~~domestic ~~Utility~~manufacturing ~~Commission~~expansion, ofdigital ~~Texas~~infrastructure ~~selected~~investment, 17and ~~natural~~supply ~~gas-fired~~chain ~~generation~~realignment ~~projects,~~have ~~totaling~~supported ~~nearly~~construction 10activity ~~GW,~~across toa ~~advance~~range ~~through~~of aindustrial ~~due~~end ~~diligence review~~markets, ~~representing~~creating ~~$5.4~~opportunities ~~billion~~for ~~in potential state~~large-~~backed~~scale, ~~loans.~~complex ~~Initial~~construction ~~disbursements for the~~ projects ~~are~~aligned ~~expected to begin in late 2025,~~ with ~~construction~~the onIndustrial ~~several~~segment’s ~~sites already underway~~capabilities.

~~Solar~~While the industrial construction market continues to face headwinds such as rising labor costs, ~~Wind~~skilled labor availability constraints, and ~~Battery~~supply ~~Power~~chain volatility, near-term activity levels are expected to remain supported by continued investment in manufacturing, data centers, infrastructure, and energy-related facilities. We believe the Industrial segment’s geographic footprint, project execution experience, and ability to support industrial customers across multiple end markets position it to compete effectively for projects within its core regions.

~~The~~Teledata ~~net~~Market amount of electricity generation in the U.S. provided by utility-scale solar photovoltaic and wind facilities continues to rise. Together, such power facilities provided approximately 16%, 15% and 13% of the net amount of electricity generated by utility-scale power facilities in 2024, 2023 and 2022, respectively. The EIA projected that new renewable power capacity will continue to be added to the utility-scale power fleet in the U.S. at a brisk pace, attributable to declines in costs of components for renewable power plants and power storage, an increase in the scale of energy storage capacity (i.e., battery farms and other energy storage technologies), and the availability of valuable tax credits. Outlook

-In 32regards to our Teledata segment, demand for telecommunications and technology infrastructure continues to grow as utilities, businesses, and public sector entities invest in network capacity, connectivity, and digital infrastructure. Increased data center development, expansion of broadband and fiber networks, deployment of IoT-enabled systems, and ongoing grid modernization initiatives are driving demand for outside plant and inside plant construction and technology wiring services. In addition, utilities and commercial customers continue to upgrade communications infrastructure to support advanced metering, distributed energy resources, and other digital grid technologies. These trends are expected to support continued demand for the services provided by our Teledata segment.

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~~Battery~~Comparison ~~storage~~of ~~has become a critical component in integrating renewable energy into~~ the ~~grid,~~Results ~~addressing the intermittency~~ of ~~solar~~Operations ~~and~~for ~~wind~~Fiscal ~~power.~~2026 ~~In 2024, U.S. battery storage capacity nearly doubled, with developers adding 14.3 GW to the existing 15.5 GW. This rapid expansion enhances grid reliability~~ and ~~flexibility,~~Fiscal allowing excess energy generated during peak production periods to be stored and used when demand is high or production is low. The integration of battery storage systems not only supports the stability of the power grid but also contributes to the economic viability of renewable energy projects.2025

~~Declining~~The ~~capital~~following ~~costs~~schedule ~~for~~compares ~~solar~~our ~~panels,~~operating ~~wind~~results ~~turbines~~for ~~and~~Fiscal ~~battery~~2026 ~~storage,~~and asFiscal ~~well~~2025 as(dollars ~~government subsidies like those included~~ in ~~the IRA~~thousands, ~~were~~except ~~projected~~per toshare result in renewables becoming increasingly cost effective compared with the alternatives when the costs of building new power capacity were considered. The EIA indicated that for 2024, of the approximately 62.8 gigawatts of new utility-scale electric-generating capacity that was planned to be added to U.S. power grids, approximately 58% was expected to come from solar facilities, and 23% from battery storage.data):

Nuclear Power


	Years Ended January 31,
	2026			2025			$ Change			% Change
REVENUES
Power	$	756,499		$	693,036		$	63,463		9.2	%
Industrial		167,553			167,624			(71)		NM
Teledata		20,554			13,519			7,035		52.0
Revenues		944,606			874,179			70,427		8.1
COST OF REVENUES
Power		587,160			577,563			9,597		1.7
Industrial		147,226			145,329			1,897		1.3
Teledata		16,542			10,298			6,244		60.6
Cost of revenues		750,928			733,190			17,738		2.4
GROSS PROFIT		193,678			140,989			52,689		37.4
Selling, general and administrative expenses		58,977			52,794			6,183		11.7
INCOME FROM OPERATIONS		134,701			88,195			46,506		52.7
Other income, net		25,808			23,009			2,799		12.2
INCOME BEFORE INCOME TAXES		160,509			111,204			49,305		44.3
Provision for income taxes		22,735			25,745			(3,010)		(11.7)
NET INCOME	$	137,774		$	85,459		$	52,315		61.2	%

DILUTED EARNINGS PER SHARE	$	9.74		$	6.15		$	3.59		58.5	%

~~Over~~NM ~~the~~– ~~last~~not several decades, the number of operating nuclear reactors has declined, with only four reactors entering commercial operation in the past 30 years—the most recent being Vogtle Units 3 and 4 in Georgia, which became operational in July 2023 and April 2024, respectively. These projects faced significant cost overruns—more than twice their initial estimates—and substantial delays, prompting the industry to shift its focus toward smaller, more economical designs such as small modular reactors. There is growing interest in expanding nuclear power production due to its minimal carbon footprint, but the limited industry activity over the past three decades has created challenges in ramping up development. As a result, it is widely expected that it could take up to a decade before the nuclear sector begins actively adding new plants to the power grid at scale. meaningful

The Regulatory Landscape

President Donald Trump's decision to withdraw the United States from the Paris Climate Agreement in January 2025 has significantly influenced the nation's energy production landscape. This move, coupled with a series of executive orders, has shifted federal policies to favor fossil fuel industries, impacting both renewable energy initiatives and the broader energy market. On his first day in office, President Trump declared a national energy emergency, aiming to boost domestic oil and gas production. This declaration has led to the suspension of certain environmental regulations, expedited approvals for fossil fuel projects, and the lifting of moratoriums on offshore drilling. The administration also established the National Energy Dominance Council to further streamline energy infrastructure projects and reduce regulatory barriers. These actions are intended to enhance energy independence and stimulate economic growth within traditional energy sectors. However, regulatory changes under the current administration are occurring at a rapid pace, which poses risks that the industry is unable to adapt in a timely manner.

In August 2022, President Biden signed the IRA, a bill that funds hundreds of billions of dollars in tax subsidies intended to combat climate change among other measures, with the receipt of the majority of the tax subsidies conditioned on the extent that taxpayers “buy American” and/or pay prevailing wages, among other requirements. Existing supply chains and skilled labor pools could lack the capacity to meet the demand that the incentives were intended to create. Therefore, the subsidies may not have provided the economic incentives to renewable and other energy project owners to the extent that was expected. Upon taking office in January 2025, President Trump initiated a 90-day review of aspects of the IRA and the Infrastructure Investment and Jobs Act. This action has paused disbursements of certain funds, including grants and loans, pending a review to ensure alignment with the new administration’s energy policies. This pause introduces additional uncertainty for ongoing and planned projects that rely on IRA incentives.

In May 2023, the Biden administration proposed new rules for the Environmental Protection Agency (the “EPA”) that were intended to drastically reduce greenhouse gases from coal- and gas-fired power plants that officials admit will cost such plants billions of dollars to comply fully by 2042. In April 2024, the EPA issued final rules that require coal-fired power plants that are expected to operate beyond 2039 to reduce their carbon emissions by 90% prior to 2032. For new gas-fired power plants, the rules require a sliding scale of carbon capture up to 90% based on the operational load of the individual power plant. Rules for existing natural gas power plants have been delayed until 2025 in response to concern that such rules could affect grid reliability. President Trump has expressed strong opposition to the EPA’s emissions-regulating rules and has pledged to abolish them.

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In June 2023, President Biden signed a bill that included reforms for certain elements of the permitting process for energy projects. Following the 2024 presidential election, President Trump has taken more significant steps to modify the permitting process. In January 2025, he signed executive orders prioritizing oil, gas, nuclear, coal, hydropower, biofuel, and critical mineral projects, while notably excluding wind and solar initiatives. These orders aim to expedite permitting for specific energy sectors by proposing changes to the National Environmental Policy Act (“NEPA”) to facilitate faster approvals.

In May 2024, the Biden administration launched the Federal-State Modern Grid Deployment Initiative, a collaborative measure between the federal government and twenty-one states intended to prioritize efforts that support the adoption of modern grid solutions to expand grid capacity and build modern grid capabilities for both new and existing transmission and distribution lines.

Changes in U.S. trade policy, particularly the introduction of higher and fluctuating tariffs, have created economic uncertainty, raising concerns in the construction sector about material price inflation and delivery delays. In January 2025, the U.S. announced new tariffs on imports from several nations, including Mexico, Canada, and China. Some of these tariffs were later postponed or modified. While intended to support broader policy objectives, these tariffs could disrupt supply chains, impact trade agreements, and increase costs while limiting access to materials essential for project execution. As trade negotiations continue and new policies are introduced, the tariff situation remains fluid, adding to the unpredictability of material costs and supply chain stability. The uncertainty surrounding trade policies may deter investment in new power plant or industrial construction projects, as stakeholders assess the financial viability amid fluctuating costs.

Behind-the-Meter Power Generation

The energy sector continues to experience significant shifts driven by evolving regulatory policies, technological advancements, evolving utility rate structures, and increasing customer demand for energy resilience and sustainability. A key trend influencing the market is the growing adoption of behind-the-meter (“BTM”) power generation assets, which allow commercial, industrial, and residential customers to generate electricity on-site rather than relying solely on the traditional grid. As BTM resources increase, grid operators may require more flexible and fast-ramping natural gas plants to balance intermittent generation from solar and other distributed energy resources, creating a role for gas-fired plants as reliability assets.

The adoption of BTM power generation is accelerating among commercial businesses, particularly data centers, seeking greater energy resilience, cost control, and sustainability. Most importantly, BTM power generation enables data centers and other commercial enterprises to connect to power more quickly, bypassing lengthy interconnection processes and delays associated with grid upgrades. Many companies are investing in on-site generation, such as solar-plus-storage and combined heat and power systems, to mitigate grid reliability risks, reduce peak demand charges, and meet corporate sustainability goals. While BTM generation offers businesses greater control over their energy use, it also challenges traditional utilities, requiring adjustments in grid management and revenue models.

Outlook for Natural Gas-Fired Power Plants

We believe that the lower operating costs of natural gas-fired power plants, the higher energy generating efficiencies of modern gas turbines, and the requirements for grid resiliency should sustain the demand for modern combined cycle and simple cycle gas-fired power plants in the future. We believe that the benefits of natural gas as a source of power are compelling, especially as a complement to the deployment of solar and wind-powered energy sources, and that the future long-term prospects for natural gas-fired power plant construction remain favorable as natural gas continues to be the primary source for power generation in our country. The future availability of less carbon-intense, higher efficiency and inexpensive natural gas in the U.S. should be a significant factor in the economic assessment of future power generation capacity additions, although the pace of new opportunities emerging may be restrained and the starts of awarded EPC projects may be delayed or canceled due to the challenges described above.

The current scramble for electricity, regardless of source, may indicate that the 100% transition to renewable energy is in the distant future and has prompted, in part, renewed interest in not only carbon capture techniques, but carbon removal technologies as well. Governments, including the U.S., are taking initial steps to boost this industry. The success of this industry could reduce the climate-change fear associated with natural gas-fired power plants. We intend to execute an “all-

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of-the-above” approach in pursuing the construction of future facilities that support the energy transition, which we see as a continuation of our historical commitment to building cleaner energy plants.

International Power Markets

The foregoing discussion in this “Market Outlook” has focused on the state of the domestic power market as the EPC services business of GPS historically provides the predominant portion of our revenues. However, overseas power markets may continue to provide important new power construction opportunities for APC, especially across Ireland and the U.K.

The Irish government has issued a policy statement on the security of the electricity supply in Ireland which confirms the requirement for the development of new support technologies to deliver on its commitment to have 80% of the country’s electricity generated from renewables by 2030. The report emphasizes that this will require a combination of conventional generation (typically powered by natural gas), interconnection to other jurisdictions, demand flexibility and other technologies such as battery storage and generation from renewable gases.

Whereas in the U.K., prior to the elections in July 2024, the government had expressed support for new gas-fired power plants to offset the retirement of coal-fired plants, the retirement of aging gas plants, and the intermittency of renewable energy plants. However, with the general election in July 2024, the Labour Party, led by Prime Minister Keir Starmer, has shifted focus toward accelerating the transition to renewable energy while still acknowledging the role of gas as a transitional fuel.

APC is actively pursuing business opportunities for natural gas-fired power generation projects with its existing and new clients. GPS has been providing top management guidance and project management expertise to APC. Currently, APC is undergoing a comprehensive operational review, in collaboration with GPS, to enhance project management processes.

Industrial Construction Services Outlook

Industrial field services typically represent the majority of TRC’s annual revenues with the remaining revenues contributed by projects consisting primarily of metal fabrication. Although TRC has worked on projects throughout the U.S., the primary business footprint for TRC encompasses the Southeast region of the U.S. where there are many local and state governments that welcome industrial production facilities with ideal locations and with serious economic development programs and incentives. The national focus on infrastructure improvements, biotechnology advancements, energy storage and clean water have resulted in firms that are focused on these trends recently choosing TRC to participate in major construction projects in the region. Other important factors and trends include low state corporate tax rates, favorable labor migration patterns, the surface transportation infrastructure and the ready access to modern seaports.

Economic data supports our belief that TRC is ideally located in a leading manufacturing growth area of the U.S., which should continue to provide it with project opportunities going forward that will expand its business and industrial construction capabilities. Despite headwinds such as rising labor costs and skilled labor shortages, it is likely that the near-term will see a boost to construction associated with manufacturing, as well as the transportation and clean energy infrastructures, as funds from three key pieces of national legislation passed in 2021 and 2022 are still expected to flow into the industry. These bills include the Infrastructure and Jobs Act, the IRA and the Creating Helpful Incentives to Produce Semiconductors Act, and they appear to be sustaining high construction industry confidence for the near future.

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Results of Operations

We reported net income of $85.5 million, or $6.15 per diluted share, for Fiscal 2025. For the prior fiscal year, we reported net income of $32.4 million, or $2.39 per diluted share.

The following schedule compares our operating results for Fiscal 2025 and Fiscal 2024 (dollars in thousands):


	Years Ended January 31,
	2025		2024		$ Change		% Change
REVENUES
Power industry services	$	693,036	$	416,281	$	276,755	66.5	%
Industrial construction services		167,624		142,801		24,823	17.4
Telecommunications infrastructure services		13,519		14,251		(732)	(5.1)
Revenues		874,179		573,333		300,846	52.5
COST OF REVENUES
Power industry services		577,563		357,705		219,858	61.5
Industrial construction services		145,329		124,321		21,008	16.9
Telecommunications infrastructure services		10,298		10,473		(175)	(1.7)
Cost of revenues		733,190		492,499		240,691	48.9
GROSS PROFIT		140,989		80,834		60,155	74.4
Selling, general and administrative expenses		52,794		44,376		8,418	19.0
INCOME FROM OPERATIONS		88,195		36,458		51,737	141.9
Other income, net		23,009		12,475		10,534	84.4
INCOME BEFORE INCOME TAXES		111,204		48,933		62,271	127.3
Income tax expense		25,745		16,575		9,170	55.3
NET INCOME	$	85,459	$	32,358	$	53,101	164.1	%

Revenues

Power ~~Industry Services~~Segment

The revenues of the ~~power~~Power ~~industry~~segment ~~services business~~ increased by 669.52%, or $~~276~~63.85 million, to $~~693~~756.05 million for Fiscal ~~2025~~2026 compared with revenues of $~~416~~693.30 million for Fiscal ~~2024,~~2025. asThe ~~the~~increase ~~current~~was ~~year~~primarily ~~construction~~attributable ~~activities~~to increased construction activity for the 405 MW Midwest Solar ~~and Battery Projects~~Project, the ~~Trumbull~~700 ~~Energy Center, the 405~~ MW ~~Midwest~~Combined-Cycle ~~Solar~~ Project, and the ~~Louisiana~~commencement ~~LNG~~of ~~Facility~~several recently started gas-fired projects. The increase in revenues between years was partially offset by decreased construction activities associated with the ~~Guernsey~~Trumbull ~~Power~~Energy ~~Station~~Center, ~~project~~the Midwest Solar and Battery Projects, the Louisiana LNG Facility, the ESB FlexGen Peaker Plants, and the Shannonbridge Power Project ~~and the Kilroot Project~~, as those projects are in their later stages or have fully concluded. The revenues of this business represented approximately 7980.31% of consolidated revenues for Fiscal ~~2025~~2026 and 7279.63% of consolidated revenues for the prior fiscal year. The project backlog amounts for the ~~power~~Power ~~industry services~~ reportable segment as of January 31, ~~2025~~2026 and ~~2024~~2025 were $12.37 billion and $01.63 billion, respectively.

Industrial ~~Construction Services~~Segment

The revenues of ~~industrial~~the ~~construction~~Industrial ~~services~~segment ~~increased~~were byessentially ~~$24.8~~flat ~~million,~~at ~~or 17.4%, to~~ $167.6 million for Fiscal ~~2025~~2026 compared ~~with~~to ~~revenues of~~ $~~142~~167.86 million for Fiscal ~~2024~~2025, as ~~the~~increased ~~amounts of~~ field services construction activities ~~increased~~were ~~meaningfully~~largely ~~between periods, partially~~ offset by decreased supporting vessel fabrication work between periods. The revenues of this business represented approximately 1917.27% of consolidated revenues for Fiscal ~~2025~~2026 and 2419.92% of consolidated revenues for the prior fiscal year. The project backlog amounts for the Industrial segment as of January 31, 2026 and 2025 were $253.0 million and $53.2 million, respectively.

~~Telecommunications~~Teledata ~~Infrastructure Services~~Segment

The revenues of ~~telecommunications~~the ~~infrastructure~~Teledata ~~services~~segment were $1320.56 million for Fiscal ~~2025~~2026 compared with revenues of $1413.35 million for Fiscal ~~2024~~2025. The project backlog amounts for the Teledata segment as of January 31, 2026 and 2025 were $8.4 million and $3.6 million, respectively.

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Cost of Revenues

Due primarily to the increase in consolidated revenues for Fiscal ~~2025~~2026 compared with revenues for Fiscal ~~2024~~2025, consolidated cost of revenues also increased. These costs were $~~733~~750.29 million and $~~492~~733.52 million for Fiscal ~~2025~~2026 and Fiscal ~~2024~~2025, respectively.

~~Gross~~For ~~Profit~~Fiscal 2026, consolidated gross profit was $193.7 million, representing a gross profit percentage of approximately 20.5% of consolidated revenues, compared with $141.0 million, or approximately 16.1% of consolidated revenues, for Fiscal 2025. The increase in gross profit margin between periods was primarily attributable to the changing mix of projects and contract types. Our international operations experienced a significant improvement in profitability, reflecting strong execution and strategic discipline. In addition, disciplined execution on the Trumbull Energy Center reduced project costs and enabled us to achieve substantial completion ahead of schedule. The gross profit percentages of corresponding revenues for the Power, Industrial and Teledata segments for Fiscal 2026 were 22.4%, 12.1% and 19.5%, respectively. The gross profit percentages of corresponding revenues for the Power, Industrial and Teledata segments for Fiscal 2025 were 16.7%, 13.3% and 23.8%, respectively.

For Fiscal 2025, we reported a consolidated gross profit of approximately $141.0 million, which represented a gross profit percentage of approximately 16.1% of corresponding consolidated revenues. For Fiscal 2024, we reported a consolidated gross profit of approximately $80.8 million, which represented a gross profit percentage of approximately 14.1% of corresponding consolidated revenues. The gross profit percentage increased between periods primarily due to the changing mix of projects and contract types. Additionally, during Fiscal 2025 and Fiscal 2024, gross profit was negatively impacted by losses recorded on the Kilroot Project, which reduced margins by approximately $3.4 million and $10.0 million, respectively. The gross profit percentages of corresponding revenues for the power industry services, industrial construction services and telecommunications infrastructure services segments for Fiscal 2025 were 16.7%, 13.3% and 23.8%, respectively.

The gross profit percentages of corresponding revenues for the power industry services, industrial construction services and telecommunications infrastructure services segments for Fiscal 2024 were 14.1%, 12.9% and 26.5%, respectively.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $5259.80 million for Fiscal 2026 and $4452.48 million for Fiscal 2025 ~~and Fiscal 2024~~, ~~respectively,~~ representing 6.02% and 76.70% of consolidated revenues, ~~for~~respectively. ~~the~~The ~~corresponding~~increase ~~periods,~~was ~~respectively~~primarily due to higher incentive and stock-based compensation.

Other Income, Net

For Fiscal ~~2025~~2026 and Fiscal ~~2024~~2025, the net amounts of other income were $2325.08 million and $1223.50 million, respectively, which ~~represented~~primarily anreflected ~~increase~~income ofearned ~~84.4%~~during ~~between~~ the ~~comparable~~ periods, ason ~~the weighted average balances of~~ investments ~~are meaningfully higher this year~~, ~~and earnings related to~~ cash and cash ~~equivalent balances increased during Fiscal 2025 as well~~equivalents. Earnings on invested funds and interest-bearing cash accounts for Fiscal 2025 and Fiscal 2024 were $21.2 million and $14.1 million, respectively. Offsetting other income in the prior year was the wire-transfer fraud loss of $3.0 million that occurred in the first quarter of Fiscal 2024 (see Note 18 to the accompanying consolidated financial statements).

~~Income~~Provision ~~Tax~~for ~~Expense~~Income Taxes

We recorded income tax expense for Fiscal ~~2025~~2026 in the net amount of approximately $2522.7 million ~~primarily due to our reporting pre-tax income for financial reporting purposes in the amount of $111~~.2 ~~million for the year.~~ Our annual effective income tax rate for Fiscal ~~2025~~2026 was 2314.2%. This tax rate differed from the statutory federal tax rate of 21% due to the ~~unfavorable~~favorable ~~effect~~effects of ~~state~~the ~~income~~windfall ~~taxes~~benefit from stock-based compensation and the ~~unfavorable~~change ~~effects~~in ofvaluation ~~certain~~allowance ~~nondeductible~~for ~~expense amounts~~NOLs. Partially offsetting these ~~unfavorable~~benefits ~~effects~~ were the ~~investment~~unfavorable ~~tax~~effects ~~credit~~of ~~effect~~state ~~recorded~~income intaxes ~~Fiscal 2025 related to our solar fund investments~~ and ~~the~~certain ~~windfall~~nondeductible ~~benefit~~expense ~~from stock-based compensation~~amounts.

We recorded income tax expense for Fiscal ~~2024~~2025 in the net amount of approximately $1625.67 million ~~primarily due to our reporting pre-tax income for financial reporting purposes in the amount of $48~~.9 ~~million for the year.~~ Our annual effective income tax rate for Fiscal ~~2024~~2025 was 3323.92%. This tax rate differed from the statutory federal tax rate of 21% due to the ~~net~~unfavorable ~~operating~~effect ~~loss~~ of ~~APC’s~~state ~~subsidiary~~income intaxes and the ~~U.K.~~unfavorable ~~that~~effects ~~was~~of ~~not~~certain ~~tax~~nondeductible ~~effected~~expense ~~with benefit~~amounts. Partially offsetting ~~this~~these unfavorable effects were the investment tax credit effect ~~were~~recorded ~~the~~in ~~benefits~~Fiscal ~~provided~~2025 byrelated ~~foreign~~to ~~tax~~our ~~rate~~solar ~~differentials~~fund investments and the windfall benefit from stock-based compensation.

Liquidity and Capital Resources

AtAs of January 31, ~~2025~~2026 and ~~2024~~2025, our balances of cash and cash equivalents were $~~145~~339.35 million and $~~197~~145.03 million, respectively, which represented aan ~~decrease~~increase of $51194.72 million between years.

The net amount of cash provided by operating activities for Fiscal ~~2025~~2026 was $~~167~~414.67 million. Our net income for Fiscal ~~2025~~2026, adjusted favorably by the net amount of non-cash income and expense items, represented a source of cash in the total amount of $99157.73 million. The temporary increase in contract liabilities of $~~118~~214.27 million represented a source of cash, primarily due to the net effect of the early phase of construction activities on certain projects. The decrease of accounts receivable in the amount of $42.3 million represented a source of cash during the period. The increase in the combined level of accounts payable and accrued expenses in the amount of $28.6 million represented a source of cash during the period as well. The increase in contract assets of $15.0 million and increase in other assets of $13.3 million represented uses of cash during the period.

-For 37Fiscal 2026, we used $182.0 million for investing activities. During Fiscal 2026, we used $171.7 million, net of maturities, to invest in available-for-sale (“AFS”) securities consisting primarily of U.S. Treasury notes. We purchased $150.0 million of CDs issued by the Bank and maturities of $150.0 million during the period offset those purchases. We

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~~level~~also ofused ~~accounts payable and accrued expenses in the amount of~~ $6611.25 million ~~represented~~to afund ~~meaningful~~our ~~source~~remaining ofcapital ~~cash~~contribution ~~during~~obligation ~~the~~to ~~period~~a assolar ~~well.~~energy ~~The~~project ~~decrease~~and ~~in contract assets of~~ $193.89 million ~~represented~~for apurchases ~~source~~ of ~~cash~~property, ~~primarily~~plant ~~due~~and ~~to the completion of projects during the period~~equipment. ~~The increase of accounts receivable in the amount of $128.6 million~~Lastly, ~~which~~we ~~represented~~received a ~~use of cash during the period, was due primarily to the increase in revenues during the period and timing of billings, but also related to the Kilroot Project. The increase in other assets of~~ $75.70 million ~~represented~~repayment of a ~~use~~note ofreceivable ~~cash~~ during the period.

~~During~~For Fiscal ~~2025~~2026, we used $~~120~~42.76 million, ~~net~~for offinancing ~~maturities~~activities, toincluding ~~invest~~$24.3 inmillion ~~available-~~used for~~-sale~~ ~~(“AFS”)~~the ~~securities~~payment ~~consisting~~of ~~primarily~~regular ofcash ~~U.S.~~dividends ~~Treasury~~and ~~notes~~$9.9 Wemillion ~~also~~ used ~~$45.0~~to ~~million,~~repurchase ~~net~~shares of ~~maturities,~~common tostock ~~invest~~pursuant into ~~CDs~~our ~~issued~~share byrepurchase ~~the Bank~~program. We also used $168.34 million tofor ~~invest~~share-based inaward asettlements, ~~new~~which ~~solar~~represented ~~tax~~payments ~~credit~~for ~~entity~~withholding ~~and~~taxes ~~fund~~reimbursed ~~our~~by ~~remaining~~shares ~~capital~~of ~~contribution~~common ~~obligation~~stock, tonet aof ~~solar~~proceeds ~~energy~~received ~~project~~from westock ~~invested~~option inexercises. As ~~during~~of ~~the~~January ~~prior~~31, ~~year.~~2026, Wethere ~~also~~were ~~used~~no ~~$6.6~~restrictions ~~million~~with ~~for~~respect ~~the~~to ~~purchases~~intercompany ofpayments ~~property,~~among ~~plant~~the holding company and ~~equipment~~our subsidiaries.

~~For~~As ~~Fiscal~~of ~~2025~~January 31, ~~we used $26.1 million cash in financing activities~~2026, ~~including~~certain ~~$18.3~~amounts ~~million used for the payment~~ of ~~regular~~our cash ~~dividends~~equivalents ~~and~~were ~~$1.5~~invested ~~million~~in ~~used~~money tomarket ~~repurchase~~funds ~~shares~~with ofassets ~~common~~invested ~~stock~~in ~~pursuant~~cash, ~~to our share repurchase program~~U. ~~We also used $6~~S.3 ~~million~~Treasury ~~for share-based award settlements~~obligations, ~~which~~other ~~represented~~obligations ~~the~~issued ~~net~~by ~~of payments of $12~~U.7S. ~~million~~Government ~~for~~agencies ~~withholding~~and ~~taxes~~sponsored ~~reimbursed~~enterprises, byand ~~shares~~repurchase ofagreements ~~common~~secured ~~stock~~by ~~and~~such $6obligations.5 ~~million~~Most of ~~proceeds~~our ~~from~~operating ~~the~~bank ~~exercise~~account ofbalances ~~stock~~are ~~options~~maintained ~~during~~with the ~~period~~Bank. AsWe ofdo ~~January~~maintain ~~31,~~certain ~~2025,~~Euro-based ~~there~~bank ~~were~~accounts noin ~~restrictions~~Ireland ~~with~~and ~~respect~~certain topound ~~intercompany~~sterling-based ~~payments~~bank ~~between~~accounts in the ~~holding~~U.K. ~~company,~~in ~~GPS,~~support ~~TRC,~~of ~~APC~~our ~~and~~overseas ~~SMC~~operations.

AtTo ~~January~~monitor ~~31,~~the ~~2025,~~actual aand ~~portion~~necessary levels of liquidity for our ~~balance~~business, ofwe ~~cash~~focus ~~and~~on ~~cash~~working ~~equivalents~~capital, ~~was~~or ~~invested~~net liquidity, in aaddition ~~money~~to ~~market~~our ~~fund~~cash ~~with~~balances. ~~most~~Our ofnet ~~its~~liquidity ~~net~~increased ~~assets~~by ~~invested~~$119.6 inmillion ~~cash~~to $421.0 million as of January 31, U2026 from $301.S.4 ~~Treasury~~million ~~obligations~~as of January 31, ~~other~~2025, ~~obligations~~due ~~issued~~primarily to our net income, partially offset by ~~U.S.~~the ~~Government~~payment ~~agencies~~of ~~and~~cash ~~sponsored~~dividends, ~~enterprises~~common stock repurchases, and ~~repurchase~~settlements ~~agreements~~of ~~secured~~share-based byawards, ~~U.S.~~net ~~government~~of ~~obligations~~withholding taxes paid. ~~The~~As ~~major~~we ~~portion~~have ofno debt service, as our ~~domestic~~fixed ~~operating~~asset ~~bank~~acquisitions ~~account~~in ~~balances~~a reporting period are ~~maintained~~typically ~~with~~low, ~~the~~and ~~Bank.~~as Weour donet ~~maintain~~liquidity ~~certain~~includes ~~Euro~~our short-~~based~~term ~~bank~~investments ~~accounts~~and inAFS ~~Ireland~~investments, ~~and~~our ~~certain~~levels ~~pound~~of ~~sterling-based~~working ~~bank~~capital ~~accounts~~are innot subjected to the ~~U.K.~~volatility inthat ~~support~~affects our levels of ~~the~~cash ~~operations~~and ofcash ~~APC~~equivalents.

InWe ~~order~~believe tothat ~~monitor~~cash ~~the actual and necessary levels of liquidity for our business, we focus~~ on ~~working capital~~hand, orour ~~net~~cash ~~liquidity~~equivalents, ~~in addition to our~~ cash ~~balances.~~that ~~Our~~will ~~net~~be ~~liquidity~~provided ~~increased~~from bythe ~~$56.5~~maturities ~~million to $301.4 million as~~ of ~~January~~short-term ~~31,~~investments ~~2025~~and ~~from~~other ~~$244.9~~debt ~~million~~securities asand ofcash ~~January~~generated ~~31,~~from ~~2024, due primarily to~~ our ~~net~~future ~~income for the fiscal year~~operations, ~~partially~~with ~~offset~~or bywithout ~~the~~funds ~~payment~~available ofunder ~~cash~~our ~~dividends,~~Credit ~~common stock repurchases~~Agreement, ~~and~~will ~~net~~be ~~cash~~adequate ~~paid for withholding taxes due~~ to ~~stock-based~~meet ~~award net settlements. As we have no debt service, as~~ our ~~fixed~~general ~~asset~~business ~~acquisitions~~needs in athe ~~reporting~~foreseeable ~~period~~future. ~~are~~In ~~typically low~~general, ~~and~~we asmaintain ~~our~~significant ~~net~~liquid ~~liquidity~~capital ~~includes~~in our ~~short-term~~consolidated ~~investments~~balance ~~and~~sheet ~~AFS~~to ~~investments,~~ensure ~~our~~the ~~levels~~maintenance of ~~working~~our ~~capital~~bonding ~~are~~capacity ~~not~~and ~~subjected~~ to ~~the~~provide ~~volatility~~parent ~~that~~company ~~affects~~performance ~~our~~guarantees ~~levels~~for ofEPC ~~cash~~ and ~~cash~~other ~~equivalents~~construction projects.

WeHowever, ~~believe~~any ~~that~~significant ~~cash~~future ~~on hand~~acquisition, ~~our cash equivalents~~investment, ~~cash~~or ~~that will be provided from the maturities of short-term investments and~~ other ~~debt~~unplanned ~~securities~~cost ~~and~~or cash ~~generated~~requirement ~~from~~may ~~our~~require ~~future~~us ~~operations,~~to ~~with~~raise oradditional ~~without~~ funds ~~available~~through ~~under~~the ~~our~~issuance ~~New~~of ~~Credit~~debt ~~Agreement,~~and/or ~~will~~equity ~~be adequate to meet our general business needs in the foreseeable future~~securities. InThere ~~general,~~can webe ~~maintain~~no ~~significant~~assurance ~~liquid~~that ~~capital~~such infinancing ~~our~~will ~~consolidated~~be ~~balance~~available ~~sheet~~on toterms ~~ensure~~acceptable ~~the maintenance of our bonding capacity and~~ to ~~provide~~us, ~~parent~~or ~~company~~at ~~performance guarantees for EPC and other construction projects~~all.

However, any significant future acquisition, investment or other unplanned cost or cash requirement, may require us to raise additional funds through the issuance of debt and/or equity securities. There can be no assurance that such financing will be available on terms acceptable to us, or at all.

Financing Arrangements

On May 24, 2024, we executed with the Bank the ~~New~~ Credit Agreement with an expiration date of May 31, 2027. The ~~New~~ Credit Agreement, ~~supersedes~~which ~~the~~was ~~Expired~~amended ~~Credit~~on ~~Agreement~~October 23, ~~reduces~~2025, ~~the~~has a base lending commitment amount ~~from~~of $~~50.0 million to $~~35.0 million, ~~increases the letter of credit fees to be consistent with current market conditions,~~ and establishes the interest rate for revolving loans at SOFR plus 1.85%. In addition to the base commitment, the ~~new~~credit facility includes an accordion feature that allows for an additional commitment amount of $30.0 million, subject to certain conditions. We may use the borrowing ability to cover other credit instruments issued by the Bank for our use in the ordinary course of business as defined in the ~~New~~ Credit Agreement. Further, on May 31, 2024, we entered ~~into~~ a companion facility, in the amount of $25.0 million, pursuant to which ~~the~~an ~~Company’s~~overseas ~~Irish~~ subsidiary, ~~APC,~~of the Company may cause the Bank’s European entity to issue letters of credit on its behalf that are secured by a blanket parent company guarantee issued by Argan to the Bank. ~~Despite the reduction in the base amount of the credit commitment provided by the New~~

-As 38of -January 31, 2026 and 2025, we did not have any borrowings outstanding under the Credit Agreement. However, the Bank has issued a letter of credit in the total outstanding amount of $0.3 million as of January 31, 2026. As of January 31, 2025, there were no outstanding letters of credit issued under the credit facilities.

We have pledged most of the Company’s assets to secure its financing arrangements. The Bank’s consent is not required for acquisitions, divestitures, cash dividends or significant investments if certain conditions are met. The Credit Agreement requires that we comply with certain financial covenants at our fiscal year-end and at each fiscal quarter-end. The Credit Agreement includes other terms, covenants and events of default that are customary for a credit facility of its size and nature, including a requirement to achieve positive adjusted earnings before interest, taxes, depreciation and amortization, as defined, over each rolling twelve-month measurement period. As of January 31, 2026, we were in compliance with the covenants and other requirements of the Credit Agreement.

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Credit Agreement, the increased accordion amount and the addition of the companion facility provide us with greater flexibility in managing our credit requirements, at a potentially lower cost.

At January 31, 2025 and 2024, we did not have any borrowings outstanding under the New Credit Agreement or the Expired Credit Agreement, respectively. At January 31, 2025, there were no outstanding letters of credit issued under the credit facilities.

We have pledged the majority of the Company’s assets to secure its financing arrangements. The Bank’s consent is not required for acquisitions, divestitures, cash dividends or significant investments as long as certain conditions are met. The New Credit Agreement requires that the we comply with certain financial covenants at its fiscal year-end and at each fiscal quarter-end. The New Credit Agreement includes other terms, covenants and events of default that are customary for a credit facility of its size and nature, including a requirement to achieve positive adjusted earnings before interest, taxes, depreciation and amortization, as defined, over each rolling twelve-month measurement period. As of January 31, 2025, we were in compliance with the covenants and other requirements of the New Credit Agreement.

Contractual Obligations

During Fiscal ~~2025~~2026, there was no significant change in the nature or amounts of our contractual obligations. We estimate that the balance of such contractual obligations as of January 31, ~~2025~~2026, was less than $20.0 million. The ~~two~~ largest items in this estimate, operating leases and contractual and deferred compensation, are amounts included as liabilities in our consolidated balance sheet. The remainder of such obligations relate primarily to open service arrangements. Outstanding commitments represented by open purchase orders and subcontracts related to our construction contracts have not been included in the estimated amounts of contractual obligations as such amounts are expected to be funded through past or future contract billings to customers. We do not have any significant obligations for materials or subcontracted services beyond those required to complete construction contracts awarded to us.

Performance Bonds and Guarantees

In the normal course of business and for certain major projects, we may be required to obtain surety or performance bonding, to provide parent company guarantees, or to cause the issuance of letters of credit (or some combination thereof) ~~in order~~ to provide performance assurances to clients on behalf of one of our subsidiaries.

If our services performed under a guaranteed project would not be completed, or if it would be determined to have resulted in a material defect or other material deficiency, then we could be responsible for monetary damages or other legal remedies. As is typically required by any surety bond, we would be obligated to reimburse the issuer of any surety bond provided on behalf of a subsidiary for any cash payments made thereunder. The commitments under performance bonds generally end concurrently with the expiration of the related contractual obligation. ~~Not all of our projects require bonding.~~

As of January 31, ~~2025~~2026, the estimated amount of our unsatisfied bonded performance obligations, ~~covering~~of all of our subsidiaries, was approximately $0.75 billion. In addition, as of January 31, ~~2025~~2026, the outstanding amount of bonds covering other risks, including warranty obligations and contract payment retentions related to completed activities, was $2544.27 million.

When sufficient information about claims related to performance on projects would be available and monetary damages or other costs or losses would be determined to be probable, we would record such losses. As our subsidiaries are wholly owned, any actual liability related to contract performance is ordinarily reflected in the financial statement account balances determined pursuant to ~~the~~our ~~Company’s~~ accounting for contracts with customers. Any amounts that we may be required to pay in excess of the estimated costs to complete contracts in progress as of January 31, ~~2025~~2026 are not estimable.

Solar Energy Project Investments

We make investments in limited liability companies that make equity investments in solar energy projects that are eligible to receive energy tax credits, for which we have received substantially all of the income tax benefits associated with those investments. During Fiscal 2024, we made an investment of approximately $5.1 million cash in a solar tax credit entity, and during the first quarter of Fiscal 2025, we paid $3.3 million in cash to satisfy our remaining capital contribution obligation.

-In 39Fiscal -2024, we invested $5.1 million in a solar tax credit entity and paid an additional $3.3 million in early Fiscal 2025 to satisfy our remaining capital commitment. Later in Fiscal 2025, we entered an investment opportunity in an additional solar tax credit entity, where we contributed $13.0 million in Fiscal 2025, followed by $11.5 million of remaining contributions in Fiscal 2026. As of January 31, 2026, we had no remaining cash investment commitments related to the solar tax credit entities. It is likely that we will evaluate opportunities to make other alternative energy project investments in the future.

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Later in Fiscal 2025, we evaluated and entered into an investment opportunity in an additional solar tax credit entity, where we contributed $13.0 million in the fourth quarter of Fiscal 2025. As of January 31, 2025, we have $11.5 million remaining of cash investment commitments related to this solar fund, which we expect to fulfill in Fiscal 2026. It is likely that we will evaluate opportunities to make other solar energy investments of this type in the future.

Development Financing

We selectively participate in power plant project development and related financing activities 1) to maintain a proprietary pipeline for future EPC services contract opportunities, 2) to secure exclusive rights to EPC contracts, and 3) to generate profits through interest income and project development success fees. As is common in our industry, EPC contractors and third parties periodically form joint ventures, limited partnerships and limited liability companies for purposes of executing a project or program for a project owner. These ~~teaming~~special ~~arrangements~~purpose entities are typically dissolved upon completion of the project or program. In addition, we may obtain interests in VIEs formed by its owners for a specific purpose. The evaluation of whether such interests represent our financial control of a VIE requires analysis and judgment.

InWe ~~Fiscal~~have ~~2023,~~agreed weto ~~deconsolidated~~support aarrangements ~~VIE~~with ~~that~~independent ~~had~~project ~~been~~developers, ~~formed~~primarily ~~for~~by ~~the~~providing development financing to special purpose ofentities ~~developing~~formed ato advance natural gas-fired power plant inprojects. ~~Virginia~~Several ~~(see~~of ~~Note~~these 15arrangements tohave ~~the~~resulted ~~accompanying~~in ~~consolidated~~our ~~financial~~successful ~~statements).~~construction ~~GPS~~of ~~had~~gas-fired ~~provided~~power ~~development~~plants. ~~financing~~In toeach ~~this~~case, ~~special~~we ~~purpose~~received ~~entity~~project ~~pursuant~~development tofees, aand ~~promissory~~our ~~note.~~loans ~~However,~~were ~~the~~repaid ~~project~~in ~~owner~~full ~~was~~plus ~~unable~~interest toand ~~obtain~~fees. ~~the~~Not ~~necessary~~all ~~equity~~such ~~financing~~business ~~for~~development ~~the~~endeavors ~~project~~are successful, and ~~the~~we ~~special~~have ~~purpose~~recorded ~~entity~~impairment ~~dissolved~~losses as a result in the past.

~~We have entered into similar support arrangements with other independent parties in the past that resulted in the successful development and our construction of three separate gas~~-~~fired~~ ~~power~~31 plant projects. We were paid project development fees for each project and our loans to the development entities were repaid in full plus interest. In each of these cases, we deconsolidated the corresponding VIE when we were no longer the primary beneficiary. -

InTable ~~Fiscal 2025, we funded a loan to a special purpose entity in the amount~~ of $5.0 million to support the development phase of a natural gas-fired power plant (see Note 18 to the accompanying consolidated financial statements). We may enter into other support arrangements in the future in connection with power plant development opportunities when they arise and when we are confident that providing early financial support for the projects will lead to the award of the corresponding EPC contracts to us.Contents

In Fiscal 2025, we funded a loan to a special purpose entity in the amount of $5.0 million to support the development phase of a natural gas-fired power plant. During Fiscal 2026, the loan was repaid in full.

We may enter other support arrangements in the future in connection with power plant development opportunities when they arise and when we are confident that providing early financial support for the projects will lead to the award of the corresponding EPC contracts to us.

Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”)

We believe that EBITDA is a meaningful presentation that enables us to assess and compare our operating performance on a consistent basis by removing from our operating results the impacts of our capital structure, the effects of the accounting methods used to compute depreciation and amortization and the effects of operating in different income tax jurisdictions. Further, we believe that EBITDA is widely used by investors and analysts as a measure of performance.

However, as EBITDA is not a measure of performance calculated in accordance with U.S. GAAP, we do not believe that this measure should be considered in isolation from, or as a substitute for, the results of our operations presented in accordance with U.S. GAAP that are included in our consolidated financial statements. In addition, our EBITDA does not necessarily represent funds available for discretionary use and is not necessarily a measure of our ability to fund our cash needs.

The following table presents the determinations of EBITDA for Fiscal ~~2025~~2026 and Fiscal ~~2024~~2025, respectively (amounts in thousands).


		~~2025~~			~~2024~~
Net income, as reported		$	85,459		$	32,358

Income tax expense			25,745			16,575
	2026			2025
Depreciation			1,905			2,013
Net income, as reported	$	137,774		$	85,459
Amortization of intangible assets			391			392
Provision for income taxes		22,735			25,745
EBITDA		$	113,500		$	51,338
Depreciation		1,912			1,905
Amortization of intangible assets		376			391
EBITDA	$	162,797		$	113,500

Deferred Tax Assets and Liabilities

Our consolidated balance sheet as of January 31, ~~2025~~2026, includes net deferred tax ~~assets~~liabilities in the amount of approximately $06.6 million. The components of our deferred taxes are presented in Note 12 to the accompanying consolidated financial statements. These amounts reflect differences in the periods in which certain transactions are recognized for financial and income tax reporting purposes.

-We 40consider whether it is more likely than not that some portion or all deferred tax assets will not be realized on a jurisdiction-by-jurisdiction basis. Our ability to realize our deferred tax assets depends primarily upon the generation of sufficient future taxable income to allow for the realization of our deductible temporary differences. If such estimates and assumptions regarding income amounts change in the future, we may be required to record additional valuation allowances against some or all the deferred tax assets resulting in additional income tax expense in our consolidated statement of earnings.

As of January 31, 2026, we had deferred tax assets in a total amount of approximately $13.7 million related to the net operating loss (“NOL”) of our foreign subsidiaries, primarily the operations of our U.K. subsidiary. Prior to Fiscal 2024, we had reserved a portion of the deferred tax assets related to these NOLs. As a result of the unexpected difficulties with an overseas project and the loss that was recorded by our U.K. subsidiary, we increased the amount of the allowance by $2.1 million in Fiscal 2024. During Fiscal 2025, we increase the valuation allowance by $1.4 million related to additional operating losses incurred by our U.K. subsidiary during the fiscal year. As of January 31, 2026, the deferred tax assets associated with the NOLs of our U.K. subsidiary remain fully offset by a valuation allowance.

During the year ended January 31, 2020 (“Fiscal 2020”), we recorded a deferred tax asset associated with the income tax benefit of our domestic NOL for the year without any corresponding valuation allowance. The tax changes enacted by the Coronavirus, Aid, Relief and Economic Security Act signed into law in March 2020 (the “CARES Act”) included re-

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~~statements~~establishing a carryback period for certain losses to five years. ~~These~~The ~~amounts~~NOLs ~~reflect~~eligible ~~differences~~for incarryback under the ~~periods~~CARES Act included the Company’s domestic loss for Fiscal 2020. In accordance with the provisions of the CARES Act, we filed for income tax refunds totaling approximately $12.7 million during the year ended January 31, 2021, for taxes paid in ~~which~~prior ~~certain~~years. ~~transactions~~These amounts are ~~recognized~~included in income tax refunds receivable along with related accrued interest. The refund claims were primarily generated by a bad debt deduction recorded during Fiscal 2020. This deduction was selected for ~~financial~~examination by the Internal Revenue Service (“IRS”). In January 2026, the IRS concluded its examination and proposed no changes to our Fiscal 2020 federal income tax ~~reporting purposes~~return.

WeAt ~~consider~~this ~~whether~~time, itwe isbelieve ~~more likely than not~~ that ~~some~~our ~~portion~~historically orstrong ~~all~~earnings ofperformance ~~the deferred tax assets~~ will ~~not~~provide besufficient ~~realized~~income onduring athe ~~jurisdiction-by-jurisdiction~~years ~~basis.~~when ~~Our~~most ~~ability~~of ~~to realize~~ our other deferred tax assets ~~depends~~become ~~primarily~~deductible ~~upon~~in the ~~generation~~U.S. offor ~~sufficient~~us ~~future taxable income~~ to ~~allow~~realize ~~for~~ the ~~realization~~applicable oftemporary ~~our~~income ~~deductible~~tax ~~temporary~~ differences. IfAccordingly, ~~such~~we ~~estimates~~believe ~~and~~that ~~assumptions~~it ~~regarding~~is ~~income~~more ~~amounts~~likely ~~change~~than innot ~~the~~that ~~future,~~ we ~~may~~will berealize ~~required~~the tobenefit ~~record~~of ~~additional~~significantly ~~valuation allowances against some or~~ all ofour ~~the~~net deferred tax assets ~~resulting in additional income tax expense in our consolidated statement of earnings~~.

During Fiscal 2020, a valuation allowance in the amount of $7.1 million was established against the deferred tax asset amount created by the NOL of APC UK. During Fiscal 2023, APC UK continued a turnaround of its operating results such that we believed it had a stable earnings history upon which APC UK could reliably forecast future profitable operations. Accordingly, we reversed a portion of the corresponding allowance during Fiscal 2023 in the amount of $2.6 million. However, the unexpected difficulties with one construction project and the loss that was recorded by APC UK related to it caused management to increase the amount of the allowance by $2.1 million in Fiscal 2024. During Fiscal 2025, the valuation allowance was increased by $1.4 million related to additional operating losses incurred by APC UK during the fiscal year. As of January 31, 2025, the potential income tax benefits associated with the NOLs of APC UK are fully offset by a valuation allowance.

A deferred tax asset in the amount of $8.3 million was recorded as of January 31, 2020 associated with the income tax benefit of our domestic NOL for Fiscal 2020 without any corresponding valuation allowance. Among other changes, the CARES Act re-established a carryback period for certain losses to five years. The NOLs eligible for carryback under the CARES Act include our domestic loss for Fiscal 2020, which was approximately $39.5 million. The carryback provided a favorable rate benefit for us as the loss, which was incurred in a year where the statutory federal tax rate was 21%, has been carried back to tax years where the tax rate was higher. The net amount of this additional income tax benefit, which we recorded in Fiscal 2021, was $4.4 million. We have made the appropriate filings with the IRS requesting carryback refunds of income taxes paid in prior years. With the enactment of the CARES Act, the asset amount, which totals $12.7 million, was moved to income taxes receivable. The IRS has not completed the examination of our refund request.

At this time, we believe that the historically strong earnings performance of our power industry services segment will provide sufficient income during the years when most of our other deferred tax assets become deductible in the U.S. in order for us to realize the applicable temporary income tax differences. Accordingly, we believe that it is more likely than not that we will realize the benefit of significantly all of our net deferred tax assets.

Critical Accounting Policies

Critical accounting policies are those related to the areas where we have made what we consider to be particularly subjective or complex judgments in arriving at estimates and where these estimates can significantly impact our financial results under different assumptions and conditions.

These estimates, judgments, and assumptions affect the reported amounts of assets, liabilities and equity, the disclosure of contingent assets and liabilities at the dates of financial statements and the reported amounts of revenues and expenses during the reporting periods. We base our estimates on historical experience and various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets, liabilities and equity that are not readily apparent from other sources. Actual results and outcomes could differ from these estimates and assumptions. We do periodically review these critical accounting policies and estimates with the audit committee of our board of directors.

We consider the accounting policies related to revenue recognition on long-term construction contracts to be most critical to the understanding of our financial position and results of operations.

Revenue Recognition

Our revenues are primarily derived from construction contracts that can span several quarters or years. We enter ~~into~~ EPC and other long-term construction contracts principally based on ~~the basis of~~ competitive bids or in conjunction with our support of the development of power plant projects. The types of contracts may vary. However, the EPC contracts of our ~~power~~Power reporting segment, and most other large contracts awarded to our other companies, are often fixed-price contracts. Revenues are recognized primarily over time as performance obligations are satisfied due to the continuous transfer of control to the project owner or other customer. The accuracy of our revenues and profit recognition in any period depends on the accuracy of our estimates of the forecasted contract value, or transaction price, and the cost to complete the work for each project.

-The 41accounting for revenues from contracts with customers is based on a five-step revenue recognition model that requires reporting entities to:

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industry services reporting segment, and most other large contracts awarded to our other companies, are fixed-price contracts. Revenues are recognized primarily over time as performance obligations are satisfied due to the continuous transfer of control to the project owner or other customer. The accuracy of our revenues and profit recognition in a given period depends on the accuracy of our estimates of the forecasted contract value, or transaction price, and the cost to complete the work for each project.

Central to accounting for revenues from contracts with customers is a five-step revenue recognition model that requires reporting entities to:

Identify the contract,

Identify the performance obligations of the contract,

Determine the transaction price of the contract,

Allocate the transaction price to the performance obligations, and

Recognize revenue.

The guidance focuses on the transfer of the control of the goods and/or services to the customer, as opposed to the transfer of risk and rewards. Major provisions cover the determination of which goods and services are distinct and represent separate performance obligations, the appropriate treatment of variable consideration, and the evaluation of whether revenues should be recognized at a point in time or over time. In general, application of the rules requires us to make important judgments and meaningful estimates that may have significant impact on the amounts of revenues recognized by us for any reporting period.

Revenues from fixed-price contracts, including portions of estimated gross profit, are recognized as services are provided, based on costs incurred and estimated total contract costs using the cost-to-cost approach. The cost and profit estimates are re-forecasted monthly for all significant contracts pursuant to a detailed determination and review process. The results of the process are subjected to reviews by senior management with the applicable project management personnel at each subsidiary. The depth of the reviews may vary between projects depending on the percentage-of-completion for the projects, among other factors. The cost-to-cost method measures the ratio of costs incurred and accrued to date for each contract to the estimated, or forecasted, total cost for each contract at completion. This requires us to prepare on-going estimates of the forecasted cost to complete each contract as the project progresses. In preparing these estimates, we make significant judgments and assumptions about our significant costs, including materials, labor and equipment, and we evaluate contingencies based on possible schedule variances, major equipment delivery delays, construction delays, weather or other productivity factors.

~~Actual costs may vary from the costs we estimate. Variations from estimated contract costs, along with other risks inherent in fixed~~-~~price~~ ~~contracts,~~33 may result in actual revenues and gross profits differing from those we estimate and could result in losses on projects or other significant unfavorable impacts on our operating results for any fiscal quarter or year. If a current estimate of total contract cost indicates a loss on a contract, the projected loss is recognized in full when determined, without regard to the percentage of completion. There are a number of factors that can contribute to changes in estimated contract costs, revenues and profitability. The most significant of these are identified in the first item included in the Risks Related to our Operational Execution section of Part I, Item 1A. of this Annual Report entitled Risk Factors. -

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are re-forecasted monthly for all significant contracts pursuant to a detailed determination and review process. The results of the process are subjected to reviews by senior management with the applicable project management personnel at each subsidiary. The depth of the reviews may vary between projects depending on the percentage-of-completion for the projects, among other factors. The cost-to-cost method measures the ratio of costs incurred and accrued to date for each contract to the estimated, or forecasted, total cost for each contract at completion. This requires us to prepare on-going estimates of the forecasted cost to complete each contract as the project progresses. In preparing these estimates, we make significant judgments and assumptions about our significant costs, including materials, labor and equipment, and we evaluate contingencies based on possible schedule variances, major equipment delivery delays, construction delays, weather or other productivity factors.

Actual costs may vary from the costs we estimate. Variations from estimated contract costs, along with other risks inherent in fixed-price contracts, may result in actual revenues and gross profits differing from those we estimate and could result in losses on projects or other significant unfavorable impacts on our operating results for any fiscal quarter or year. If a current estimate of total contract cost indicates a loss on a contract, the projected loss is recognized in full when determined, without regard to the percentage of completion. There are various factors that can contribute to changes in estimated contract costs, revenues and profitability.

Crucial to the compliance with the accounting standard covering the recognition of revenues on contracts with customers is the identification of the promises made to the customer by us that are included in the contract. If a promise is distinct, as that concept is defined in the accounting standard, it represents a separate performance obligation. Contracts may have multiple promises. The amounts of revenue associated with each promise are recognized when, or as, the performance obligations are satisfied. However, complex contracts may include only one performance obligation if the multiple promises are not distinct within the context of the contract. For example, if the promises that could be considered distinct are interrelated or require us to perform integration so that the customer receives a complete product, the contract is considered to include only one performance obligation. Most of our long-term contracts have a single performance obligation as the promises to transfer individual goods or services are not separately identifiable from other promises within the context of the contract. Our EPC contracts require us to deliver a complete and functioning power plant, not just functioning components.

The transaction price of a contract represents the value used to determine the amount of ~~revenues~~revenue recognized as of the balance sheet date. It may reflect amounts of variable consideration, which could be either increases or decreases to the transaction price. These adjustments can be made from time-to-time during the period of contract performance as circumstances evolve related to such items as variations in the scope and price of contracts, claims, incentives and liquidated damages.

-We 42may include an estimated amount of variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenues recognized on the particular contract will not occur when the uncertainty associated with the variable consideration is resolved. Our determination of the amount of variable consideration to be included in the transaction price of a particular contract is based largely on an assessment of the Company’s anticipated performance and all information (historical, current and forecasted) that is reasonably available. The effect of any revisions to the transaction price on the amount of previously recognized revenues that is due to the addition or reduction of variable consideration is recorded currently as an adjustment to revenues on a cumulative catch-up basis. If any amounts of variable consideration that are reflected in the transaction price of a contract are not resolved in our favor, there could be reductions in, or reversals of, previously recognized revenues. In most significant instances, modifications to our contracts do not represent the addition of new performance obligations.

Contract results may be impacted by estimates of the amounts of contract variations that we expect to receive. The effects of any resulting revisions to revenues and estimated costs can be determined at any time and they could be material. As of January 31, 2026 and 2025, the aggregate amounts of contract variations reflected in estimated transaction prices that were pending customer approval were $11.4 million and $8.0 million, respectively.

Most of our customer contracts include the right for customers to terminate contracts for convenience. The value of future work that companies are contractually obligated to perform pursuant to active customer contracts should not be included in the disclosure of remaining unsatisfied performance obligations (“RUPO”) when the corresponding contracts include termination for convenience clauses without substantial penalties accruing to the customers upon such terminations. In the application of this guidance, we assess whether the nature of the work being performed under contract is largely service-

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~~transaction~~based ~~price.~~and ~~These~~repetitive ~~adjustments~~and ~~can~~should be ~~made~~considered ~~from~~a ~~time~~succession of one-~~to-time~~month ~~during~~contracts for the ~~period~~duration of the identified term of the contract. ~~performance~~Predominantly, asour ~~circumstances~~customers ~~evolve~~contract ~~related~~with us to ~~such~~construct ~~items~~assets, asto ~~variations~~fabricate materials or to perform emergency maintenance or outage services where we believe a substantial penalty or cost would be incurred upon a termination for convenience. We believe that in substantially all cases, there would be substantial costs incurred by a customer if it terminated a contract with us for convenience, including the ~~scope~~costs of terminating subcontracts, canceling purchase orders, returning or otherwise disposing of delivered materials and ~~price~~equipment and restarting the effort with another contractor. Further, to the best of ~~contracts~~management’s knowledge, ~~claims~~the Company has never had a customer terminate a material contract with us for convenience. Therefore, ~~incentives~~our disclosure of the value of RUPO on active customer contracts represents an amount based on contracts or orders received from customers that we believe are firm and ~~liquidated~~where ~~damages~~the parties are acting in accordance with their respective obligations (see Note 2 to the accompanying consolidated financial statements).

We may include an estimated amount of variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenues recognized on the particular contract will not occur when the uncertainty associated with the variable consideration is resolved. The Company’s determination of the amount of variable consideration to be included in the transaction price of a particular contract is based largely on an assessment of the Company’s anticipated performance and all information (historical, current and forecasted) that is reasonably available. The effect of any revisions to the transaction price on the amount of previously recognized revenues that is due to the addition or reduction of variable consideration is recorded currently as an adjustment to revenues on a cumulative catch-up basis. In the event that any amounts of variable consideration that are reflected in the transaction price of a contract are not resolved in the Company’s favor, there could be reductions in, or reversals of, previously recognized revenues. In most significant instances, modifications to our contracts do not represent the addition of new performance obligations.

Contract results may be impacted by estimates of the amounts of contract variations that we expect to receive. The effects of any resulting revisions to revenues and estimated costs can be determined at any time and they could be material. As of January 31, 2025 and 2024, the aggregate amounts of contract variations reflected in estimated transaction prices that were pending customer approval were $8.0 million and $8.4 million, respectively.

Substantially all of our customer contracts include the right for customers to terminate contracts for convenience as disclosed in Note 2 to the consolidated financial statements. The value of future work that companies are contractually obligated to perform pursuant to active customer contracts should not be included in the disclosure of remaining unsatisfied performance obligations (“RUPO”) when the corresponding contracts include termination for convenience clauses without substantial penalties accruing to the customers upon such terminations. In the application of this guidance, we assess whether the nature of the work being performed under contract is largely service-based and repetitive and should be considered a succession of one-month contracts for the duration of the identified term of the contract. Predominantly, our customers contract with us to construct assets, to fabricate materials or to perform emergency maintenance or outage services where we believe a substantial penalty or cost would be incurred upon a termination for convenience. We believe that in substantially all cases, there would be substantial costs incurred by a customer if it terminated a contract with us for convenience including the costs of terminating subcontracts, canceling purchase orders, returning or otherwise disposing of delivered materials and equipment and restarting the effort with another contractor. Further, to the best of management’s knowledge, the Company has never had a customer terminate a material contract with us for convenience. Therefore, our disclosure in Note 2 of the value of RUPO on active customer contracts represents an amount based on contracts or orders received from customers that the Company believes are firm and where the parties are acting in accordance with their respective obligations.

Our long-term contracts typically have schedule dates and other performance obligations that, if not achieved, could subject us to liquidated damages. These contract requirements generally relate to specified activities that must be completed by an established date or by achievement of a specified level of output or efficiency. Each contract defines the conditions under which a project owner may make a claim for liquidated damages. The amounts of liquidated damages owed to a project owner pursuant to the terms of a contract would represent reductions of the transaction price of the corresponding contract.

At the outset of each of ~~the~~our ~~Company’s~~ contracts, the potential amounts of liquidated damages typically are not subtracted, from the transaction price as ~~the~~we ~~Company~~believe ~~believes~~ that itwe ~~has~~have included activities in its contract plan, and ~~has~~have reflected the associated costs in ~~its~~our forecasts of completed contract costs, that will be effective in preventing such damages. Of course, circumstances may change as ~~the~~we ~~Company~~fulfill ~~executes~~ the corresponding contract. The transaction price is reduced ~~by an applicable amount~~ when ~~the~~we ~~Company~~ no longer ~~considers~~consider it probable that a ~~future~~significant reversal of ~~revenues~~revenue will not occur ~~when~~upon ~~the~~resolution ~~matter~~of isthe ~~resolved~~matter. In ~~general~~making these assessments, we consider potential liquidated damages, ~~the~~related costs, ~~of other related items~~ and ~~potential~~any mitigating factors in ~~determining~~estimating ~~the estimates of~~ forecasted revenues and ~~the~~costs ~~adequacy of our estimates of the cost~~ to complete ~~contracts~~.

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Recently Issued Accounting Pronouncements

See Note 1 to the accompanying consolidated financial statement for discussion of recently issued accounting pronouncements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Interest Rate Risk

In the normal course of business, our results of operations may be subject to risks related to fluctuations in interest rates. As of January 31, 2025, we had no outstanding borrowings under our financing arrangements with the Bank (see Note 8 to the accompanying consolidated financial statements), which provide a revolving loan with a maximum borrowing amount of $35.0 million, which also includes an accordion feature that allows for an additional commitment amount of $30.0 million subject to certain conditions, with interest at SOFR plus 1.85%.

We maintain a substantial amount of our temporarily investable cash in certificates of deposit, a money market ~~fund~~funds, and U.S. Treasury notes (see Note 3 of the accompanying consolidated financial statements). As of January 31, ~~2025~~2026, the weighted average number of days remaining until maturity for the certificates of deposit and U.S. Treasury notes was ~~618~~963 days. The weighted average annual interest rate of our certificates of deposit of $150.0 million, the money market ~~fund~~funds balance of $93149.16 million, and the U.S. Treasury notes with face value of $~~230~~402.05 million was 43.17%. Based on the current rates of our invested funds as of January 31, ~~2025~~2026, an increase or decrease of 100 basis points in interest rates would change our annual investment earnings by $4.7.0 million.

In addition, our Credit Agreement provides for a credit facility subject to a variable interest rate of SOFR plus 1.85%. As of January 31, 2026 and 2025, we had no outstanding borrowings under our financing arrangements with the Bank (see Note 8 to the accompanying consolidated financial statements). A hypothetical change in the interest rate of our credit facility by 100 basis points would not have a material impact to our net income.

Foreign Exchange Risk

~~The~~Most ~~majority~~ of our operations are based in the U.S. and, accordingly, ~~the~~most ~~majority~~ of our transactions are denominated in U.S. Dollars. Our foreign subsidiaries operate in either the British Pound or the Euro. Changes in the value of the U.S. Dollar to these currencies will impact our operating results and the value of our balance sheet items translated from their functional currencies.

~~The~~- ~~effects~~35 of translation are recognized in accumulated other comprehensive loss, which is net of tax when applicable. APC remeasures transactions and financial statement amounts denominated in local currencies to Euros. Gains and losses on the remeasurements are recorded in the other income, net, line of our consolidated statement of earnings.-

Contract Costs Risk

In the “Risk Factors” section of this 2025 Annual Report (see Item 1A), we have included discussion of the risks to our fixed-price contracts if actual contract costs rise above the estimated amounts of such costs that support corresponding contract prices. Identified as factors that could cause contract cost overruns, project delays or other unfavorable effects on our contracts, among other circumstances and events, are delays in the scheduled deliveries of machinery and equipment ordered by us or project owners, unforeseen increases in the costs of labor, warranties, raw materials, components or equipment or the failure or inability to obtain resources when needed.

Recent U.S. trade policies, including increased and fluctuating tariffs on imports from Canada, Mexico, and China, have introduced uncertainty in supply chains and material costs. These tariffs, aimed at broader policy objectives, risk inflating prices for essential construction materials, such as steel and aluminum, causing import delays and disrupting project timelines. As trade negotiations continue and policies evolve, the tariff situation remains fluid, adding further unpredictability to material costs and supply chain stability. The resulting uncertainty may deter investment in power plant and industrial construction, impacting budgets, schedules, and overall profitability.

We are subject to fluctuations in prices for construction commodities including steel products, copper, concrete and fuel. Although we attempt to secure firm quotes from our suppliers, we generally do not hedge against increases in prices for these commodities. Commodity price risks may have an impact on our results of operations due to the fixed-price nature of many of our contracts. We attempt to include the anticipated amounts of price increases or decreases in the costs of our bids. In times of increased supply cost volatility, we may take other steps to reduce our risks. For example, we may hold quotes related to materials in our industrial construction services segment for very short periods. For major fixed-price contracts in our power industry services segment, we may mitigate material cost risks by procuring the majority of the equipment and construction supplies during the early phases of a project and include certain commercial protections

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The effects of translation are recognized in ~~our~~accumulated ~~contracts.~~other ~~The~~comprehensive ~~profitability~~income, which is presented net of ~~our~~tax ~~active~~when ~~jobs~~applicable. ~~has~~Our ~~not~~foreign ~~suffered~~subsidiaries ~~meaningfully~~remeasure ~~from~~transactions ~~fluctuations~~and financial statement amounts denominated in ~~construction~~local ~~material~~currencies ~~costs~~to Euros or British Pounds. Gains and losses on the remeasurements are recorded in the other income, net, line of our consolidated statement of earnings.

Contract Costs Risk

As discussed in “Risk Factors” (see Item 1A), our fixed-price contracts expose us to the risk that actual costs may exceed estimates used to price the work. Cost overruns and schedule impacts may result from, among other factors, delays in the delivery of machinery and equipment, increases in labor or material costs, warranty costs, or the failure to obtain required resources when needed.

Recent changes in U.S. trade policy, including new or increased tariffs, have increased cost and supply chain uncertainty for certain construction materials and equipment. Tariffs may increase material costs and lead times, contribute to delivery delays, and adversely affect project costs and schedules. Because trade policy remains fluid, the ultimate impact is uncertain. We continue to monitor developments closely, as prolonged or expanded trade restrictions could negatively affect project costs, timing, and customer demand.

We are also subject to fluctuations in commodity prices, including steel products, copper, concrete, and fuel. While we seek firm supplier quotes, we generally do not hedge commodity price risk. Given the fixed-price nature of many of our contracts, commodity price volatility may adversely affect results of operations. We seek to mitigate these risks through bid assumptions, procurement strategies (including early procurement for major fixed-price projects), shortened quote periods in certain cases, and contractual protections where available. To date, fluctuations in construction material costs have not had a meaningful impact on the profitability of our active projects.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

See the Index to the Consolidated Financial Statements on page 5143 of this ~~2025~~2026 Annual Report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Attached as exhibits to this ~~2025~~2026 Annual Report are certifications of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), which are required in accordance with Rule 13a-14 of the Exchange Act. This “Controls and Procedures” section includes information concerning the controls and controls evaluation referred to in the certifications and a reference to the report of Grant Thornton LLP, our independent registered public accounting firm, regarding its audit of our internal control over financial reporting. The information in this Item 9A should be read in conjunction with the certifications and the report of Grant Thornton LLP for a more complete understanding of the topics presented.

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of the end of the year covered by this ~~2025~~2026 Annual Report. The controls evaluation was conducted under the supervision and with the participation of management, including our CEO and CFO. Disclosure Controls are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed under the Exchange Act, such as this ~~2025~~2026 Annual Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure Controls are also designed to reasonably assure that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Our quarterly evaluation of Disclosure Controls includes an evaluation of some components of our internal control over financial reporting, which is separately evaluated on an annual basis for purposes of providing the management report that is set forth below.

~~Based~~- on36 the controls evaluation, our CEO and CFO have concluded that, as of the end of the year covered by this 2025 Annual Report, our Disclosure Controls were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified by the SEC, and the material information related to Argan and its consolidated subsidiaries is made known to management, including the CEO and CFO, particularly during the periods when our periodic reports are being prepared.-

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Based on the controls evaluation, our CEO and CFO have concluded that, as of the end of the year covered by this 2026 Annual Report, our Disclosure Controls were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified by the SEC, and the material information related to Argan and its consolidated subsidiaries is made known to management, including the CEO and CFO, particularly during the periods when our periodic reports are being prepared.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

Management assessed our internal control over financial reporting as of January 31, ~~2025~~2026, the end of the fiscal year, based on assessment criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.

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Based on its assessment, management has concluded that our internal control over financial reporting was effective as of the end of the fiscal year to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. GAAP. We reviewed the results of management’s assessment with the audit committee of our board of directors. In addition, on a quarterly basis, we will evaluate any changes to our internal control over financial reporting to determine if material change occurred.

Attestation Report of the Independent Registered Public Accounting Firm

The effectiveness of our internal control over financial reporting as of January 31, ~~2025~~2026 has been audited by Grant Thornton LLP, our independent registered public accounting firm, who also audited our consolidated financial statements included in this ~~2025~~2026 Annual Report, as stated in their reports which appear with our accompanying consolidated financial statements.

Changes in Internal Controls

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended January 31, ~~2025~~2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

The Company’s management, including the CEO and CFO, does not expect that our Disclosure Controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.

The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

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Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

ITEM 9B. OTHER INFORMATION.

During the quarter ended January 31, ~~2025~~2026, no director or officer of the Company (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Information required by this item will be incorporated by reference to our ~~2025~~2026 Proxy Statement, which is expected to be filed by us pursuant to Regulation 14A, within 120 days after the close of our fiscal year.

We have adopted an insider trading policy and related procedures governing the purchase, sale and other dispositions of our securities by our directors, officers and employees that we believe are reasonably designed to promote compliance with applicable federal and state securities laws, and the rules and regulations of the New York Stock Exchange listing standards. A copy of our insider trading policy is filed as Exhibit 19.1 to this report.

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ITEM 11. EXECUTIVE COMPENSATION.

Information required by this item will be included in our ~~2025~~2026 Proxy Statement and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDER MATTERS.

Equity Compensation Plan Information

The following table sets forth certain information, as of January 31, ~~2025~~2026, concerning securities authorized for issuance under options to purchase our common stock.


	Number of Securities	Weighted Average Exercise		Number of Securities
	Issuable under Outstanding	Price of Outstanding		Remaining Available for
	Options	Options		Future Awards (1)
Equity Compensation Plans Approved by the Stockholders (2)	~~449~~78,~~500~~067	$	4446.7258	~~499~~411,~~513~~344
Equity Compensation Plans Not Approved by the Stockholders	—		—	—
Totals	~~449~~78,~~500~~067	$	4446.7258	~~499~~411,~~513~~344

(1)	Represents the number of shares of common stock reserved for future stock awards, including restricted stock unit awards.

(2) Approved plans include the Company’s 2011 and 2020 Stock Plans.

The number of issuable shares of our common stock under outstanding stock options presented in the chart above does not include an estimated ~~271~~231,~~633~~336 shares of our common stock covered by outstanding restricted stock units awarded pursuant to the terms of the Stock Plans. See Note 11 to the accompanying consolidated financial statements included in Item 8 of Part II of this 2025 Annual Report for a description of the restricted stock units including the various vesting terms related to the awards.

The additional information required by this item will be included in our ~~2025~~2026 Proxy Statement and is incorporated herein by reference.

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Information required by this item will be included in our ~~2025~~2026 Proxy Statement and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Information required by this item will be included in our ~~2025~~2026 Proxy Statement and is incorporated herein by reference.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS.

(a) Financial Statements: Our consolidated financial statements together with the reports of our independent registered public accounting firm on those consolidated financial statements and our system of internal control over financial reporting are filed as part of this ~~2025~~2026 Annual Report.

(b)

Financial Statement Schedules: We have omitted all financial statement schedules because they are not applicable, they are not material, or we have included the necessary information in our consolidated financial statements or related notes.


Exhibit No.	Filed with this Form 10-K	Description

3.1		Certificate of Incorporation, as amended. Incorporated by reference to Exhibit 3.1 to the Registrant’s ~~Annual~~Quarterly Report on Form 10-KQ filed on ~~April~~September 104, ~~2019~~2025.

3.2		Bylaws. Incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K filed on April 15, 2009.

4		Description of Registrant’s Securities. Incorporated by reference to Exhibit 4 to the Registrant’s Annual Report on Form 10-K filed on April 14, 2020.

10.1*		Argan, Inc. 2011 Stock Plan (Revised as of April 10, 2018). Incorporated by reference to the Registrant’s Proxy Statement filed on Schedule 14A on May 7, 2018.

10.2*		Argan, Inc. 2020 Stock Plan (Revised as of April 11, 2023). Incorporated by reference to the Registrant’s Proxy Statement filed on Schedule 14A on May 1, 2023.

10.3*		Third Amended and Restated Employment Agreement, dated November 15, 2019, by and among Gemma Power Systems, LLC, Gemma Power, Inc., Gemma Power Systems California, Inc., Gemma Power Hartford, LLC, Gemma Renewable Power, LLC, Gemma Power Operations, LLC and William F. Griffin, Jr. Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on December 10, 2019.

10.4*		Employment Agreement, dated September 16, 2024, by and between Gemma Power Systems, LLC and Charles Collins IV. Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on September 18, 2024.

10.5*		Employment Agreement, dated September 16, 2024, by and between Argan, Inc. and David H. Watson. Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on September 18, 2024.

10.6*		Employment Agreement, dated September 16, 2024, by and between Argan, Inc. and Joshua S. Baugher. Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 18, 2024.

10.7*		~~Retirement~~Deferred ~~Agreement~~Compensation Plan, ~~dated~~adopted asby ofGemma ~~August~~Power 16Systems, ~~2022~~LLC, byeffective ~~and~~as ~~between~~of ~~Argan~~April 6, ~~Inc~~2017. ~~and Rainer H. Bosselmann.~~ Incorporated by reference to Exhibit 10.17 toof the Registrant’s ~~Current~~Annual Report on Form 810-K filed on ~~August~~April 1811, ~~2022~~2017.

10.8*		Deferred Compensation Plan, adopted by Gemma Power Systems, LLC, effective as of April 6, 2017. Incorporated by reference to Exhibit 10.7 of the Registrant’s Annual Report on Form 10-K filed on April 11, 2017.

10.9*		Amendment No. 2020-1 to the Gemma Power Systems, LLC Deferred Compensation Plan. Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on December 9, 2020.

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Exhibit No.	Filed with this Form 10-K	Description

10.10		Second Amended and Restated Replacement Credit Agreement, dated May 24, 2024, among Argan, Inc. and certain subsidiaries of Argan, Inc., as borrowers, and Bank of America, N.A., as the lender (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 31, 2024).

10.11		Guarantee of Payment Agreement, dated May 24, 2024, between Argan, Inc. and Bank of America, N.A. (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on May 31, 2024).
10.8*		Amendment No. 2020-1 to the Gemma Power Systems, LLC Deferred Compensation Plan. Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on December 9, 2020.

10.12		Master Issuance and Indemnity Agreement, dated May 31, 2024, between Atlantic Projects Company Limited and Bank of America, N.A. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on May 31, 2024).
10.9*		The Nonqualified Deferred Compensation Plan, adopted by Gemma Power Systems, LLC, effective as of September 9, 2025. Incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on December 4, 2025.
10.10		Second Amended and Restated Replacement Credit Agreement, dated May 24, 2024, among Argan, Inc. and certain subsidiaries of Argan, Inc., as borrowers, and Bank of America, N.A., as the lender. Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 31, 2024.
10.11		First Amendment to Second Amended and Restated Replacement Credit Agreement, dated October 23, 2025, among Argan, Inc. and certain subsidiaries of Argan, Inc., as borrowers, and Bank of America, N.A., as the lender. Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on December 4, 2025.

10.12		Guarantee of Payment Agreement, dated May 24, 2024, between Argan, Inc. and Bank of America, N.A. Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on May 31, 2024.

10.13		Master Issuance and Indemnity Agreement, dated May 31, 2024, between Atlantic Projects Company Limited and Bank of America, N.A. Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on May 31, 2024.

14.1		Code of Ethics. Incorporated by reference to the Registrant’s Annual Report on Form 10-KSB filed on April 27, 2004.

14.2		Argan, Inc. Code of Conduct, effective December 10, 2020. Incorporated by reference to Exhibit 14 to the Registrant’s Current Report on Form 8-K filed on December 10, 2020.

19.1	X	Insider Trading Policy. Incorporated by reference to Exhibit 19.1 of the Registrant’s Annual Report on Form 10-K filed on March 27, 2025.
21.1	X	Subsidiaries of the Company.

21		Subsidiaries of the Company. Incorporated by reference to Exhibit 21 to the Registrant’s Annual Report on Form 10-K filed on April 14, 2021.

23.1	X	Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.

31.1	X	Certification of CEO required by Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	X	Certification of CFO required by Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	X	Certification of CEO required by Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	X	Certification of CFO required by Section 906 of the Sarbanes-Oxley Act of 2002.

97.1*		Policy Regarding Repayment or Forfeiture of Certain Compensation (“Clawback Policy”). Incorporated by reference to the Registrant’s Annual Report on Form 10-K filed on April 11, 2024.

101.INS		XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase.

101.LAB		Inline XBRL Taxonomy Label Linkbase.

101.PRE		Inline XBRL Taxonomy Presentation Linkbase.

101.DEF		Inline XBRLTaxonomy Extension Definition Document.

104		Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

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Exhibit No.	Filed with this Form 10-K	Description

101.PRE		Inline XBRL Taxonomy Presentation Linkbase.

101.DEF		Inline XBRLTaxonomy Extension Definition Document.

104		Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

* Management contract or compensatory plan, contract or arrangement.

ITEM 16. FORM 10-K SUMMARY.

None.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ARGAN, INC.

March 27, 2025	By:	/s/ Joshua S. Baugher
March 26, 2026	By:	/s/ Joshua S. Baugher
		Joshua S. Baugher
		Senior Vice President, Chief Financial Officer and Treasurer
		(Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Name	Title	Date

/s/ David H. Watson	President and Chief Executive Officer, Director	March 2726, ~~2025~~2026
David H. Watson	(Principal Executive Officer)

/s/ William F. Leimkuhler	Chairman of the Board of Directors	March 2726, ~~2025~~2026
William F. Leimkuhler
William F. Leimkuhler

	Director
/s/ Lisa L. Alexander	Director	March 26, 2026
Rainer H. Bosselmann
Lisa L. Alexander

/s/ Cynthia A. Flanders	Director	March 2726, ~~2025~~2026
Cynthia A. Flanders

/s/ Peter W. Getsinger	Director	March 2726, ~~2025~~2026
Peter W. Getsinger

/s/ William F. Griffin	Director	March 2726, ~~2025~~2026
William F. Griffin

/s/ John R. Jeffrey	Director	March 2726, ~~2025~~2026
John R. Jeffrey

/s/ Karen A. Sweeney	Director	March 2726, ~~2025~~2026
Karen A. Sweeney

/s/ James W. Quinn	Director	March 2726, ~~2025~~2026
James W. Quinn

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ARGAN, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, ~~2025~~2026

The following financial statements (including the notes thereto and the Reports of Independent Registered Public Accounting Firm with respect thereto), are filed as part of this ~~2025~~2026 Annual Report.

	Page Number

Reports of Grant Thornton LLP, Independent Registered Public Accounting Firm (PCAOB ID Number 248)	- 5244-

Consolidated Statements of Earnings for the years ended January 31, 2025, 2024 and 2023	- 55-
Consolidated Statements of Earnings for the years ended January 31, 2026, 2025 and 2024	- 47-

Consolidated Balance Sheets as of January 31, 2025 and 2024	- 56-
Consolidated Balance Sheets as of January 31, 2026 and 2025	- 48-

Consolidated Statements of Stockholders’ Equity for the years ended January 31, 2025, 2024 and 2023	- 57-
Consolidated Statements of Stockholders’ Equity for the years ended January 31, 2026, 2025 and 2024	- 49-

Consolidated Statements of Cash Flows for the years ended January 31, 2025, 2024 and 2023	- 58-
Consolidated Statements of Cash Flows for the years ended January 31, 2026, 2025 and 2024	- 50-

Notes to Consolidated Financial Statements	- 5951-

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Argan, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Argan, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of January 31, ~~2025~~2026 and ~~2024~~2025, the related consolidated statements of earnings, stockholders’ equity, and cash flows for each of the three years in the period ended January 31, ~~2025~~2026, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 31, ~~2025~~2026 and ~~2024~~2025, and the results of its operations and its cash flows for each of the three years in the period ended January 31, ~~2025~~2026, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of January 31, ~~2025~~2026, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 2726, ~~2025~~2026 expressed an unqualified opinion.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue recognition for certain incomplete fixed-price contracts

As described in ~~Notes~~Note 1 and 2 to the consolidated financial statements, the Company recognizes revenues for fixed-price contracts over time using a cost-to-cost input method in which the extent of progress is measured based on the ratio of costs incurred to date to the total estimated costs at completion. In addition, the revenue recognition process requires the Company to determine the transaction price ~~representing~~that represents the amount of consideration to which the Company expects to be entitled, which can require estimation of variable consideration related to matters surrounding change orders, claims, bonuses and penalties. We identified revenue recognition for certain incomplete fixed-price contracts as a critical audit matter.

The principal ~~consideration~~considerations for our determination that revenue recognition for certain incomplete fixed-price contracts is a critical audit matter isare that the estimation of total costs at completion and/or of the total transaction price is subject to ~~considerable~~

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considerable management judgment which can be challenging, subjective, and complex to audit. In addition, future results related to such estimates may vary significantly from past estimates due to changes in facts and circumstances.

Our audit procedures related to the auditing of certain incomplete fixed-price contract revenues included the following, among others:

● We evaluated the design and tested the operating effectiveness of internal controls over the ~~estimation~~Company’s ~~process that affects~~ estimates of variable consideration and costs toat ~~complete~~completion utilized in ~~the estimation process in~~ determining revenue onrecognition for certain incomplete fixed-price contracts.

● For a sample of certain incomplete fixed-price contracts, we inspected contract agreements, related amendments, and change orders. We also tested underlying contractual and financial data for completeness and accuracy. ~~In addition, we tested estimates to complete by evaluating the significant assumptions, taking into account the stage of the Company’s progress towards completion of the subject project.~~

● We ~~agreed~~tested aamounts ~~sample~~that ofrepresent ~~costs~~variable ~~allocated~~consideration tofor ~~contracts~~a tosample ~~supporting~~of ~~documentation~~revenue ~~and~~contracts ~~recalculated~~by ~~revenues~~reviewing ~~recognized~~underlying ~~based~~contractual ~~on the percentage of completion~~terms. We also ~~attended~~performed a ~~sample~~historical ofanalysis ~~monthly~~to ~~project~~assess ~~review~~whether ~~meetings~~inclusion ~~and,~~of ~~where~~material ~~applicable,~~unapproved ~~obtained~~change ~~relevant~~orders ~~supporting~~included ~~documentation~~in ~~for significant assumptions impacting~~ the ~~estimate to complete and/or the~~ transaction price ~~for~~was ~~fixed-price contracts~~reasonable.

● We ~~performed~~tested ~~retrospective~~estimates ~~audit~~at ~~procedures~~completion ~~for~~by aevaluating ~~sample~~the ofsignificant ~~revenue~~assumptions, ~~contracts~~taking tointo ~~compare~~account ~~management’s~~the ~~historical~~stage ~~estimated~~of ~~margins to~~ the ~~current margins in order to assess management~~Company’s ~~ability~~progress totowards ~~estimate~~completion of the ~~transaction~~particular ~~price and costs to complete~~project.

●

We agreed a sample of incurred costs allocated to contracts to supporting documentation and recalculated revenues recognized based on the percentage of completion.

●

We attended a sample of monthly project review meetings to better understand the performance status of the project and observe management’s review control.

●

We performed retrospective audit procedures for a sample of revenue contracts to compare management’s historical estimated margins to the actual margins in order to assess management’s ability to estimate the transaction price and costs at completion.

/s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2006. Arlington, Virginia March 2726, ~~2025~~2026

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Argan, Inc.

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of Argan, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of January 31, ~~2025~~2026, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, ~~2025~~2026, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended January 31, ~~2025~~2026, and our report dated March 2726, ~~2025~~2026 expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ GRANT THORNTON LLP Arlington, Virginia March 2726, ~~2025~~2026

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ARGAN, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

FOR THE YEARS ENDED JANUARY 31,

(In thousands, except per share data)




	~~2025~~2026		~~2024~~2025		~~2023~~2024
REVENUES	$	~~874~~944,~~179~~606	$	~~573~~874,~~333~~179	$	~~455~~573,~~040~~333
Cost of revenues		~~733~~750,~~190~~928		~~492~~733,~~499~~190		~~368~~492,~~679~~499
GROSS PROFIT		~~140~~193,~~989~~678		80140,~~834~~989		8680,~~361~~834
Selling, general and administrative expenses		5258,~~794~~977		4452,~~376~~794		44,~~692~~376
INCOME FROM OPERATIONS		88134,~~195~~701		3688,~~458~~195		4136,~~669~~458
Other income, net		2325,~~009~~808		1223,~~475~~009		412,~~331~~475
INCOME BEFORE INCOME TAXES		~~111~~160,~~204~~509		48111,~~933~~204		4648,~~000~~933
Income tax expense		25,745		16,575		11,296
Provision for income taxes		22,735		25,745		16,575
NET INCOME		85137,~~459~~774		3285,~~358~~459		3432,~~704~~358
Net income attributable to non-controlling interest		—		—		1,606
NET INCOME ATTRIBUTABLE TO THE STOCKHOLDERS OF ARGAN, INC.		85,459		32,358		33,098

OTHER COMPREHENSIVE INCOME, NET OF TAXES
Foreign currency translation adjustments		(24,~~322)~~739		(~~920~~2,322)		(~~425~~920)
Net unrealized (losses) gains on available-for-sale securities		(619)		199		—
Net unrealized gains (losses) on available-for-sale securities		2,617		(619)		199
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE STOCKHOLDERS OF ARGAN, INC.	$	82,518	$	31,637	$	32,673
COMPREHENSIVE INCOME	$	145,130	$	82,518	$	31,637

NET INCOME PER SHARE ATTRIBUTABLE TO THE STOCKHOLDERS OF ARGAN, INC.
EARNINGS PER SHARE
Basic	$	610.3500	$	26.4235	$	2.3542
Diluted	$	69.1574	$	26.3915	$	2.3339

WEIGHTED AVERAGE SHARES OUTSTANDING
Basic		13,~~448~~772		13,~~365~~448		1413,~~083~~365
Diluted		1314,~~906~~147		13,~~548~~906		1413,~~176~~548

CASH DIVIDENDS PER SHARE	$	1.3575	$	1.1035	$	1.0010

The accompanying notes are an integral part of these consolidated financial statements.

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ARGAN, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

JANUARY 31,

(Dollars in thousands, except per share data)


	~~2025~~2026		~~2024~~2025
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	~~145~~339,~~263~~481	$	~~197~~145,~~032~~263
Investments		~~379~~555,~~874~~500		~~215~~379,~~373~~874
Accounts receivable, net		~~175~~133,~~808~~677		47175,~~326~~808
Contract assets		2843,~~430~~397		4828,~~189~~430
Other current assets		5160,~~925~~202		3951,~~259~~925
TOTAL CURRENT ASSETS		~~781~~1,~~300~~132,257		~~547~~781,~~179~~300
Property, plant and equipment, net		1416,~~463~~596		1114,~~021~~463
Goodwill		28,033		28,033
Intangible assets, net		1,~~826~~450		21,~~217~~826
Deferred taxes, net		~~552~~—		~~2,259~~552
Right-of-use and other assets		108,~~053~~018		710,~~520~~053
TOTAL ASSETS	$	~~836~~1,~~227~~186,354	$	~~598~~836,~~229~~227

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	97107,~~297~~540	$	3997,~~485~~297
Accrued expenses		8389,~~319~~748		8183,~~721~~319
Contract liabilities		~~299~~513,~~241~~969		~~181~~299,~~054~~241
TOTAL CURRENT LIABILITIES		~~479~~711,~~857~~257		~~302~~479,~~260~~857
Noncurrent liabilities		4,513		5,030
Deferred taxes, net		6,555		—
TOTAL LIABILITIES		484,370		307,290
Noncurrent liabilities		6,280		4,513
TOTAL LIABILITIES		724,092		484,370

COMMITMENTS AND CONTINGENCIES (see Notes 9 and 10)

STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.10 per share – 500,000 shares authorized; no shares issued and outstanding		—		—
Common stock, par value $0.15 per share – 30,000,000 shares authorized; 15,828,289 shares issued; 13,634,214 and 13,242,520 shares outstanding at January 31, 2025 and 2024, respectively		2,374		2,374
Common stock, par value $0.15 per share – 30,000,000 shares authorized; 15,828,289 shares issued; 13,950,712 and 13,634,214 shares outstanding at January 31, 2026 and 2025, respectively		2,374		2,374
Additional paid-in capital		~~168~~167,~~966~~234		~~164~~168,~~183~~966
Retained earnings		~~292~~406,~~698~~197		~~225~~292,~~507~~698
Treasury stock, at cost – 2,194,075 and 2,585,769 shares at January 31, 2025 and 2024, respectively		(105,643)		(97,528)
Treasury stock, at cost – 1,877,577 and 2,194,075 shares at January 31, 2026 and 2025, respectively		(114,361)		(105,643)
Accumulated other comprehensive loss		(6,538)		(3,597)
Accumulated other comprehensive income (loss)		818		(6,538)
TOTAL STOCKHOLDERS’ EQUITY		~~351~~462,~~857~~262		~~290~~351,~~939~~857
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	~~836~~1,~~227~~186,354	$	~~598~~836,~~229~~227

The accompanying notes are an integral part of these consolidated financial statements.

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ARGAN, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED JANUARY 31, ~~2025~~2026, ~~2024~~2025 AND ~~2023~~2024

(Dollars in thousands)


	Common Stock			Additional						Accumulated
	Outstanding	Par		Paid-in		Retained		Treasury		Other Comprehensive		~~Non-controlling~~Total		~~Total~~
	Shares	Value		Capital		Earnings		Stock		Income (Loss)		~~Interest~~Stockholders' Equity		~~Equity~~
Balances, February 1, 2022	15,257,688	$	2,368	$	158,190	$	188,690	$	(20,405)	$	(2,451)	$	(797)	$	325,595
Balances, February 1, 2023	13,441,590	$	2,374	$	162,208	$	207,832	$	(88,641)	$	(2,876)	$	280,897
Net income	—		—		—		3332,~~098~~358		—		—		132,~~606~~358		~~34,704~~
Foreign currency translation loss	—		—		—		—		—		(~~425~~920)		—(920)		~~(425)~~
Stock compensation expense	—		—		3,958		—		—		—		—		3,958
Net unrealized gains on available-for-sale securities	—		—		—		—		—		199		199
Stock option exercises and restricted stock unit settlements, net	39,616		6		60		—		—		—		—		66
Stock compensation expense	—		—		4,455		—		—		—		4,455
Common stock repurchases	(1,855,714)		—		—		—		(68,236)		—		—		(68,236)
Stock option exercises and restricted stock unit settlements, net	104,090		—		(2,480)		—		3,577		—		1,097
Cash dividends	—		—		—		(13,956)		—		—		—		(13,956)
Common stock repurchases	(303,160)		—		—		—		(12,464)		—		(12,464)
Distribution to non-controlling interest	—		—		—		—		—		—		(677)		(677)
Cash dividends	—		—		—		(14,683)		—		—		(14,683)
Deconsolidation of VIE	—		—		—		—		—		—		(132)		(132)


Balances, January 31, 2024	13,242,520		2,374		164,183		225,507		(97,528)		(3,597)		290,939
Balances, January 31, 2023	13,441,590		2,374		162,208		207,832		(88,641)		(2,876)		—		280,897
Net income	—		—		—		85,459		—		—		85,459
Net income	—		—		—		32,358		—		—		—		32,358
Foreign currency translation loss	—		—		—		—		—		(2,322)		(2,322)
Foreign currency translation loss	—		—		—		—		—		(920)		—		(920)
Net unrealized losses on available-for-sale securities	—		—		—		—		—		(619)		(619)
Net unrealized gains on available-for-sale securities	—		—		—		—		—		199		—		199
Stock compensation expense	—		—		4,460		—		—		—		4,460
Stock compensation expense	—		—		4,455		—		—		—		—		4,455
Stock option exercises and restricted stock unit settlements, net	409,245		—		323		—		(6,591)		—		(6,268)
Stock option exercises and restricted stock unit settlements, net	104,090		—		(2,480)		—		3,577		—		—		1,097
Common stock repurchases	(17,551)		—		—		—		(1,524)		—		(1,524)
Common stock repurchases	(303,160)		—		—		—		(12,464)		—		—		(12,464)
Cash dividends	—		—		—		(18,268)		—		—		(18,268)
Cash dividends	—		—		—		(14,683)		—		—		—		(14,683)


Balances, January 31, 2025	13,634,214		2,374		168,966		292,698		(105,643)		(6,538)		351,857
Balances, January 31, 2024	13,242,520		2,374		164,183		225,507		(97,528)		(3,597)		—		290,939
Net income	—		—		—		137,774		—		—		137,774
Net income	—		—		—		85,459		—		—		—		85,459
Foreign currency translation gain	—		—		—		—		—		4,739		4,739
Foreign currency translation loss	—		—		—		—		—		(2,322)		—		(2,322)
Net unrealized gains on available-for-sale securities	—		—		—		—		—		2,617		2,617
Net unrealized losses on available-for-sale securities	—		—		—		—		—		(619)		—		(619)
Stock compensation expense	—		—		7,867		—		—		—		7,867
Stock compensation expense	—		—		4,460		—		—		—		—		4,460
Stock option exercises and restricted stock unit settlements, net	381,197		—		(9,599)		—		1,159		—		(8,440)
Stock option exercises and restricted stock unit settlements, net	409,245		—		323		—		(6,591)		—		—		(6,268)
Common stock repurchases	(64,699)		—		—		—		(9,877)		—		(9,877)
Common stock repurchases	(17,551)		—		—		—		(1,524)		—		—		(1,524)
Cash dividends	—		—		—		(24,275)		—		—		(24,275)
Cash dividends	—		—		—		(18,268)		—		—		—		(18,268)


Balances, January 31, 2026	13,950,712	$	2,374	$	167,234	$	406,197	$	(114,361)	$	818	$	462,262
Balances, January 31, 2025	13,634,214	$	2,374	$	168,966	$	292,698	$	(105,643)	$	(6,538)	$	—	$	351,857

The accompanying notes are an integral part of these consolidated financial statements.

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ARGAN, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED JANUARY 31,

(Dollars in thousands)



	~~2025~~2026		~~2024~~2025		~~2023~~2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	85137,~~459~~774	$	3285,~~358~~459	$	3432,~~704~~358
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Adjustments to reconcile net income to net cash provided by operating activities
Stock compensation expense		47,~~460~~867		4,~~455~~460		34,~~958~~455
Right-of-use asset amortization		3,755		1,906		2,554
Depreciation		1,912		1,905		2,013
Depreciation		1,905		2,013		2,983
Changes in accrued interest on investments		901		1,237		(3,899)
Changes in accrued interest on investments		1,237		(3,899)		(1,735)
Non-cash lease expense		4,261		3,755		1,906
Deferred income tax expense (benefit)		1,865		1,333		(3,232)
Deferred income tax expense		6,280		1,865		1,333
Equity in loss (income) of solar energy investments		150		130		(1,113)
Other		(1,670)		1,019		720
Other		869		590		831
Changes in operating assets and liabilities
Accounts receivable		~~(128~~42,~~608)~~252		2(128,~~764~~608)		~~(23~~2,~~246)~~764
Contract assets		19(14,~~759~~967)		~~(23~~19,~~411)~~759		(1923,~~874~~411)
Other assets		(713,~~681~~258)		(17,~~004~~681)		(31,~~346~~004)
Accounts payable and accrued expenses		6628,~~227~~638		1466,~~830~~227		914,~~084~~830
Contract liabilities		~~118~~214,~~187~~728		84118,~~793~~187		~~(31~~84,~~629)~~793
Net cash provided by (used in) operating activities		167,584		116,858		(30,061)
Net cash provided by operating activities		414,718		167,584		116,858

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of short-term investments		(~~175~~150,000)		(~~115~~175,000)		(~~249~~115,~~750~~000)
Maturities of short-term investments		~~130~~150,000		~~159~~130,~~750~~000		~~190~~159,~~000~~750
Purchases of available-for-sale securities		(~~139~~226,~~922~~647)		(~~104~~139,~~492~~922)		—(104,492)
Maturities of available-for-sale securities		1955,~~230~~000		—19,230		—
Purchases of property, plant and equipment		(63,~~583~~877)		(26,~~756~~583)		(32,~~372~~756)
Issuance of note receivable		(5,023)		—		—
Repayment of note receivable		5,023		—		—
Investments in solar energy projects		(16,317)		(5,109)		—
Issuance of note receivable		—		(5,023)		—
Net cash used in investing activities		(193,615)		(67,607)		(63,122)
Investments in solar energy projects		(11,519)		(16,317)		(5,109)
Net cash used in investing activities		(182,020)		(193,615)		(67,607)

CASH FLOWS FROM FINANCING ACTIVITIES
Common stock repurchases		(19,~~524~~877)		(121,~~464~~524)		(6812,~~236~~464)
Payments of cash dividends		(1824,~~268~~275)		(1418,~~683~~268)		(1314,~~956~~683)
Distribution to non-controlling interest		—		—		(677)
Settlements of share-based awards, net of withholding taxes paid		(8,440)		(6,268)		1,097
Settlements of share-based awards, net of withholding taxes paid		(6,268)		1,097		66
Net cash used in financing activities		(42,592)		(26,060)		(26,050)
Net cash used in financing activities		(26,060)		(26,050)		(82,803)

EFFECTS OF EXCHANGE RATE CHANGES ON CASH		~~322~~4,112		~~(116)~~322		(~~539~~116)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(51,769)		23,085		(176,525)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		194,218		(51,769)		23,085
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		~~197~~145,~~032~~263		~~173~~197,~~947~~032		~~350~~173,~~472~~947
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	~~145~~339,~~263~~481	$	~~197~~145,~~032~~263	$	~~173~~197,~~947~~032

NON-CASH INVESTING AND FINANCING ACTIVITIES
Investments in solar energy projects not yet paid	$	~~11,519~~—	$	311,~~312~~519	$	—3,312
Right-of-use assets obtained in exchange for lease obligations	$	35,~~746~~257	$	23,~~444~~746	$	32,~~678~~444
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for income taxes, net of refunds	$	30,827	$	14,297	$	6,665
Cash paid for operating leases	$	4,154	$	3,754	$	1,910
Cash paid for operating leases	$	3,754	$	1,910	$	2,552

The accompanying notes are an integral part of these consolidated financial statements.

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ARGAN, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, ~~2025~~2026, ~~2024~~2025 AND ~~2023~~2024

(Tabular amounts in thousands, except per share data)

NOTE 1 – DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

Description of the Business

Argan, Inc. (“Argan”) conducts its construction operations through its wholly -owned subsidiaries, ~~Gemma~~across ~~Power~~three ~~Systems,~~distinct ~~LLC~~reportable ~~and~~business ~~affiliates~~segments: ~~(“GPS”);~~Power, ~~The Roberts Company~~Industrial, ~~Inc. (“TRC”); Atlantic Projects Company Limited~~ and ~~affiliates (“APC”) and Southern Maryland Cable, Inc~~Teledata. ~~(“SMC”).~~ Argan and these consolidated subsidiaries are hereinafter collectively referred to as the “Company.”

Through ~~GPS~~the ~~and~~Power ~~APC~~segment, the Company provides a full range of engineering, procurement, construction, commissioning, maintenance, project development, and technical consulting services to the power generation market. The customers include primarily independent power producers, public utilities, power plant equipment suppliers and other commercial firms with significant power requirements. Customer projects are located in the United States (the “U.S.”), the Republic of Ireland (“Ireland”) and the United Kingdom (the “U.K.”). ~~GPS~~The ~~and APC represent the~~ Company’s ~~power~~Industrial ~~industry services reportable~~ segment. ~~Through TRC, the industrial construction services reportable segment~~ provides on-site services that support new plant construction and additions, ~~maintenance turnarounds, shutdowns and emergency mobilizations~~ for industrial ~~operations~~facilities primarily located in the Southeast region of the U.S. ~~and~~The ~~that~~segment ~~may~~also ~~include~~fabricates, ~~the fabrication~~delivers, ~~delivery~~ and ~~installation~~installs ofmetal ~~steel~~ components, ~~such~~including as piping systems and pressure vessels~~. Through SMC~~, ~~which~~and ~~conducts~~performs ~~business~~maintenance asturnarounds, ~~SMC~~shutdowns, ~~Infrastructure~~and ~~Solutions,~~emergency ~~the~~mobilizations. ~~telecommunications~~The ~~infrastructure~~Company’s ~~services~~Teledata segment provides project management, construction, installation, maintenance, repair, and ~~maintenance~~emergency response services tofor power distribution and information, communication, and data networks. The segment’s customers include commercial and industrial organizations, ~~local~~as ~~government~~well as state and federal government ~~customers~~agencies, primarily inthroughout the Mid-Atlantic region of the U.S.

Basis of Presentation and Significant Accounting Policies

The Company’s fiscal year ends on January 31 of each year. The consolidated financial statements include the accounts of Argan, and its wholly -owned subsidiaries~~, and a variable interest entity (“VIE”) prior to its deconsolidation during the year ended January 31, 2023 (see Note 15)~~. ~~All~~Intercompany ~~significant intercompany~~ balances and transactions have been eliminated in consolidation. In Note 17, the Company has provided certain financial information relating to the operating results and assets of its reportable segments based on the manner in which management disaggregates the Company’s financial reporting for purposes of making internal operating decisions.

Use of Estimates – The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues, expenses, and certain financial statement disclosures. Management believes that the estimates, judgments and assumptions upon which it relies are reasonable based upon information available to it at the time that these estimates, judgments and assumptions are made. Estimates are used for, but are not limited to, the Company’s accounting for revenues; the valuation of assets with long and indefinite lives including goodwill; the valuation of restricted stock units ~~and options to purchase shares of the Company’s common stock~~; the evaluation of uncertain income tax return positions; the valuation of deferred taxes; the accruals for estimated liabilities, including any losses related to legal matters; and the determination of the allowance for doubtful accounts. Actual results could differ from these estimates.

Revenue Recognition – The Company’s accounting for revenues on contracts with customers is based on a single comprehensive five-step model that requires reporting entities to:

Identify the contract,

Identify the performance obligations of the contract,

Determine the transaction price of the contract,

Allocate the transaction price to the performance obligations, and

Recognize revenue.

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The Company focuses on the transfer of the contractor’s control of the goods and/or services to the customer. When a performance obligation is satisfied over time, the related revenues are recognized over time. The Company’s revenues are recognized primarily under various types of long-term construction contracts, including those for which revenues are based on either a fixed-price or a time-and-materials basis, and primarily over time as performance obligations are satisfied due to the continuous transfer of control to the project owner or other customer.

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Revenues from fixed-price contracts, including portions of estimated gross profit, are recognized as services are provided, based on costs incurred and estimated total contract costs using the cost-to-cost approach. If, at any time, the estimate of contract profitability indicates an anticipated loss on a contract, the Company will recognize the total loss in the reporting period in which it is identified and the loss amount becomes estimable. Revenues from time-and-materials contracts are recognized when the related services are provided to the customer. For its time-and-materials contracts, the Company is generally able to elect the right-to-invoice practical expedient. This practical expedient permits the Company to recognize revenue equal to the value of the performance completed to date, provided that the Company has a right to invoice the customer.

Predominantly all of the Company’s long-term contracts are considered to have a single performance obligation. Although multiple promises to transfer individual goods or services may exist, they are not typically distinct within the context of such contracts because contract promises included therein are interrelated or the contracts require the Company to perform critical integration so that the customer receives a completed project. Warranties provided under the Company’s contracts with customers are assurance-type primarily and are recorded as the corresponding contract work is performed.

The transaction price for a customer contract represents the value of the contract awarded to the Company that is used to determine the amount of ~~revenues~~revenue recognized as of the balance sheet date. It may reflect amounts of variable consideration which could be either increases or decreases to the transaction price. These adjustments can be made from time-to-time during the period of contract performance as circumstances evolve related to such variable items as changes in the scope and price of contracts, claims, incentives and liquidated damages.

Variable Consideration

Variable consideration includes unapproved change orders where the Company has project-owner directive for additional work or other scope changes, but has not yet obtained approval for the associated price or the corresponding additional effort. These amounts are included in the transaction price when it is considered probable that the applicable costs, including those for additional effort, will be recovered through a modification to the contract price. The Company also includes in the corresponding transaction price an estimate of the amount that it expects to receive from claims based on management’s judgment regarding all reasonably available information. Once a final amount has been determined, the transaction price may be revised again to reflect the final resolution.

Variations related to the Company’s contracts typically represent modifications to the existing contracts and performance obligations and do not represent new performance obligations. Actual costs related to any changes in the scope of the corresponding contract are expensed as they are incurred. Changes to total estimated contract costs and losses, if any, are reflected in operating results for the period in which they are determined.

The Company’s long-term contracts typically have ~~schedule~~scheduled dates and other performance objectives that if not achieved could subject the Company to liquidated damages. These contract requirements generally relate to specified activities that must be completed by an established date or by the achievement of a specified level of output or efficiency. Each applicable contract defines the conditions under which a project owner may be entitled to any liquidated damages. At the outset of each of the Company’s contracts, the potential amounts of liquidated damages typically are not subtracted from the transaction price as the Company believes that it has included activities in its contract plan, and the associated forecasted contract costs, that will be effective in preventing such damages. Of course, circumstances may change as the Company ~~executes~~fulfills the corresponding contract. The transaction price is reduced by an applicable amount when the Company no longer considers it probable that a future reversal of revenues will not occur when the matter is resolved. The Company considers potential liquidated damages, the costs of other related items and potential mitigating factors in determining the adequacy of its regularly updated estimates of the amounts of gross profit expected to be earned on active projects.

In other cases, the Company may have the grounds to assert liquidated damages against subcontractors, suppliers, project owners or other parties related to a project. Such circumstances may arise when the Company’s activities and progress are adversely affected by delayed or damaged materials, challenges with equipment performance or other events out of the Company’s control where the Company has rights to recourse, typically in the form of liquidated damages. In general, the Company does not adjust the corresponding contract accounting until it is probable that the favorable cost relief will be realized. Such adjustments have been and could be material.

-The 60Company records adjustments to revenues and profits on contracts, including those associated with contract variations and estimated cost changes, using a cumulative catch-up method. Under this method, the impact of an adjustment to the

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~~Company’s~~amount ~~control~~of ~~where~~revenues ~~the~~recognized ~~Company has rights~~ to ~~recourse,~~date ~~typically~~is recorded in the ~~form~~period ofthat ~~liquidated~~the ~~damages~~adjustment is identified. InEstimated ~~general,~~variable consideration amounts are determined by the Company ~~does~~based ~~not~~primarily ~~adjust~~on the ~~corresponding~~single ~~contract~~most ~~accounting~~likely ~~until~~amount itin isthe ~~probable~~range ~~that~~of ~~the~~possible ~~favorable~~consideration ~~cost~~amounts. ~~relief~~Revenues ~~will~~and beprofits ~~realized.~~in ~~Such~~future ~~adjustments~~periods ~~have~~of ~~been~~contract performance are recognized using the adjusted amounts of transaction price and ~~could~~estimated becontract ~~material~~costs.

The Company records adjustments to revenues and profits on contracts, including those associated with contract variations and estimated cost changes, using a cumulative catch-up method. Under this method, the impact of an adjustment to the amount of revenues recognized to date is recorded in the period that the adjustment is identified. Estimated variable consideration amounts are determined by the Company based primarily on the single most likely amount in the range of possible consideration amounts. Revenues and profits in future periods of contract performance are recognized using the adjusted amounts of transaction price and estimated contract costs.

Contract Assets and Liabilities

The Company’s timing of revenue recognition may not be consistent with its rights to bill and collect cash from project owners and other customers. Most contracts require payments as the corresponding work progresses that are determined in the manner described therein. Those rights are generally dependent upon ~~advance~~advanced billing terms, milestone billings based on the completion of certain phases of work, or when services are performed. On most of the Company’s large contracts, milestone billings that occur early in the corresponding contract terms typically are made in advance of certain significant and related costs being incurred. This results in typically larger contract liability balances early in contract lives that decline over the terms of the corresponding contracts.

The balances of the Company’s accounts receivable represent amounts billed or billable to customers that have yet to be collected and represent an unconditional right to cash from its customers. Contract assets include amounts that represent the rights to receive payment for goods or services that have been transferred to the customer, with the rights conditional upon something other than the passage of time. Contract liabilities include amounts that reflect obligations to provide goods or services for which payment has been received.

Contract retentions are billed amounts which, pursuant to the terms of the applicable contract, are not paid by customers until a defined phase of a contract or project has been completed and accepted. These retained amounts are reflected in contract assets or contract liabilities depending on the net contract position of the particular contract. Retention amounts and the length of retention periods may vary. Retainage amounts related to active contracts are considered current regardless of the term of the applicable contract; such amounts are generally collected by the completion of the applicable contract.

Remaining Unsatisfied Performance Obligations

~~Substantially~~Most ~~all~~ of the Company’s customer contracts include the right for customers to terminate contracts for convenience. The value of future work that the Company is contractually obligated to perform pursuant to active customer contracts should not be included in remaining unsatisfied performance obligations (“RUPO”) when the corresponding contracts include termination for convenience clauses without substantial penalties accruing to the customers upon such ~~terminations~~termination. Management assesses whether the nature of the work being performed under contract is largely service-based and repetitive and should be considered a succession of one-month contracts for the duration of the identified term of the contract. These types of arrangements do not qualify as RUPO. Predominantly, the Company’s customers contract with the Company to construct assets, to fabricate materials, or to perform emergency maintenance or outage services where management believes substantial penalties or costs would be incurred upon a termination for convenience, including the costs of terminating subcontracts, canceling purchase orders and returning or otherwise disposing of delivered materials and equipment. The value of RUPO on customer contracts represents amounts based on contracts or orders received from customers that the Company believes are firm and where the parties are acting in accordance with their respective obligations. The cancellation or termination of contracts for the convenience of customers has not had a material adverse effect on the consolidated financial statements.

Warranties

The Company generally provides assurance-type warranties for work performed under its construction contracts. The warranties cover defects in equipment, materials, design or workmanship, and most warranty periods typically run from nine to twenty-four months after the completion of construction on a particular project. Because of the requirements of the Company’s projects, including project owner inspections of the work both during construction and prior to substantial completion, the Company has not experienced material unexpected warranty costs in the past. Warranty costs are estimated based on experience with the type of work and any known risks related to each completed project. The accruals of liabilities, which are established to cover estimated future assurance-type warranty costs, are recorded as the contracted work is performed, and they are included in the amounts of accrued expenses in the consolidated balances sheets. The liability amounts may be periodically adjusted to reflect changes in the estimated size and number of expected warranty claims.

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~~completion,~~Allowances ~~the~~for ~~Company~~Accounts ~~has~~Receivable ~~not~~– ~~experienced~~The ~~material~~Company ~~unexpected~~may ~~warranty~~extend ~~costs~~credit into ~~the~~a ~~past.~~customer ~~Warranty~~without ~~costs~~requiring ~~are~~tangible ~~estimated~~collateral based on ~~experience~~an ~~with~~evaluation of the ~~type~~customer’s offinancial ~~work~~condition and ~~any~~other ~~known~~factors. ~~risks~~Customer ~~relative~~payments toon ~~each~~other ~~completed~~construction, ~~project.~~fabrication, ~~The~~and ~~accruals~~field ofservice ~~liabilities,~~contracts ~~which~~ are ~~established~~generally todue ~~cover~~within ~~estimated~~30 ~~future~~days ~~assurance-type~~of ~~warranty costs~~billing, ~~are~~depending ~~recorded~~on asthe negotiated terms of the ~~contracted~~corresponding ~~work~~contract. isExposure ~~performed,~~to ~~and~~losses ~~they~~on ~~are~~accounts ~~included~~and innotes ~~the~~receivable ~~amounts~~is ofexpected ~~accrued~~to ~~expenses~~differ indue to the ~~consolidated~~varying ~~balances~~financial ~~sheets~~condition of each customer. The ~~liability~~Company ~~amounts~~monitors its exposure to credit losses and may beestablish ~~periodically~~an ~~adjusted~~allowance tofor ~~reflect~~credit ~~changes~~losses inbased on management’s estimate of the ~~estimated~~loss ~~size~~that ~~and~~is ~~number~~expected to occur over the remaining life of ~~expected~~the ~~warranty~~particular ~~claims~~financial asset.

Cash Equivalents – The Company considers all liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.

Available-For-Sale Securities – At each balance sheet date, available-for-sale (“AFS”) securities are stated at fair value with unrealized gains and losses, net of income taxes, presented as a component of accumulated other comprehensive ~~loss~~income. Interest income, accretion of discounts, amortization of premiums, and realized gains and losses are included in other income, net, in the Company’s consolidated statements of earnings. The Company determines the cost of securities sold based on the specific identification method. The Company determines the appropriate classification of AFS securities based on whether they represent the investment of cash available for current operations, as defined in Accounting Standards Codification (“ASC”) 210-10-45-1 and ASC 210-10-45-2. The classification of the AFS securities is reevaluated at each balance sheet date.

The Company evaluates whether a decline in the fair value of AFS securities below amortized cost basis is credit-related or due to other factors. If the Company intends to sell the AFS security or it is more likely than not that the Company would be required to sell the AFS security before recovery, impairment is recognized in earnings with a corresponding adjustment to the security’s amortized cost basis. If a portion of the unrealized loss is credit-related, the impairment is recorded as an allowance on the balance sheet with a corresponding adjustment to earnings. Credit recovery is recorded as an adjustment to the allowance and earnings in the period in which credit conditions improve.

Inventory – ~~Inventories~~Inventory ~~consist~~consists of raw materials held for use in the ordinary course of business and are valued at the lower of cost or net realizable value ~~(see Note 18)~~.

~~Property,~~Shipping ~~Plant~~ and ~~Equipment~~Handling Costs – ~~Property,~~Shipping ~~plant~~ and ~~equipment~~handling ~~are~~fees ~~stated~~billed atto ~~cost~~customers ~~less accumulated depreciation. Such assets acquired in a business combination~~ are ~~initially~~ included in ~~the Company’s consolidated balance sheet at fair values. Depreciation amounts are determined using the straight-line method over the estimated useful lives of the assets~~revenues, ~~other~~while ~~than land, which are generally from five to thirty-nine years. Building and leasehold improvements are amortized on a straight-line basis over~~ the ~~shorter of the estimated useful life of the~~ related ~~asset or the lease term. The~~ costs ~~of maintenance and repairs~~ are ~~expensed~~included asin ~~incurred and major improvements are capitalized. When an asset is sold or retired, the~~ cost ~~and~~of ~~related accumulated depreciation amounts are removed from the accounts and the resulting gain or loss is included in earnings~~revenues.

Property, Plant and Equipment – Property, plant and equipment are stated at cost less accumulated depreciation. Such assets acquired in a business combination are initially included in the Company’s consolidated balance sheet at fair value. Depreciation amounts are determined using the straight-line method over the estimated useful lives of the assets, other than land. Building and leasehold improvements are amortized on a straight-line basis over the shorter of the estimated useful life of the related asset or the lease term. The costs of maintenance and repairs are expensed as incurred and major improvements are capitalized. When an asset is sold or retired, the cost and related accumulated depreciation amounts are removed from the accounts and the resulting gain or loss is included in earnings.

Goodwill – On November 1 of each year, the Company reviews the carrying value of goodwill amounts for impairment. The Company also evaluates amounts of goodwill for impairment at any time when events or changes in circumstances indicate that goodwill value may be impaired.

The Company identifies a potential impairment loss by comparing the fair value of a reporting unit with the reporting unit’s carrying amount, including goodwill. In the quantitative approach, the fair value of the reporting unit is estimated using various market-based and income-based valuation techniques as applicable in the ~~particular~~ circumstances. If the fair value of the reporting unit exceeds the related carrying amount, goodwill of the reporting unit is not deemed to be impaired. If the carrying amount of the reporting unit exceeds its fair value, a goodwill impairment loss is recorded in an amount equal to the excess of the unit’s carrying value over its fair value, not to exceed the amount of goodwill allocated to the reporting unit.

An alternative method allows the Company to first assess qualitative factors to decide whether it is necessary to perform the quantitative goodwill impairment test. It is not required to calculate the fair value of a reporting unit unless management concludes, based on a qualitative assessment, that it is more likely than not that its fair value may be less than the corresponding carrying amount. In conducting the qualitative assessment, the Company considers macroeconomic, ~~industry, market and entity-specific factors, as well as other relevant factors that could affect the fair value of the reporting unit.~~

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~~Long-Lived Assets – Long-lived assets~~industry, ~~consisting~~market ~~primarily~~and ~~of intangible assets with definite lives, right~~entity-~~of-use~~specific ~~assets~~factors, ~~and~~as ~~property,~~well ~~plant~~as ~~and~~other ~~equipment,~~relevant ~~are~~factors ~~subject to review for impairment whenever events or changes in circumstances indicate~~ that acould ~~carrying~~affect ~~amount should be assessed. In such circumstances,~~ the Company would compare the carrying value of the long-lived asset to the undiscounted future cash flows expected to result from the use of the asset. In the event that the Company would determine that the carrying value of the asset is not recoverable, a loss would be recognized based on the amount by which the carrying value exceeds the fair value of the ~~asset.~~reporting ~~Fair value would be determined by using quoted market prices or valuation techniques such as the present value of expected future cash flows, appraisals, or other pricing models as appropriate~~unit. ~~The Company’s intangible assets with definite lives are amortized over their estimated useful lives using the straight-line method.~~

~~Leases~~Long-Lived Assets – ~~The~~Long-lived ~~Company~~assets, ~~determines~~consisting ~~whether~~primarily aof ~~contract~~intangible isassets awith ~~lease~~definite atlives, ~~the inception~~ right-of-use ~~the~~assets, ~~contract~~and ~~based~~property, onplant ~~whether~~and ~~the~~equipment, ~~contract~~are ~~provides~~subject ~~the Company the right~~ to ~~control~~review ~~the~~for ~~use~~impairment ofwhenever aevents ~~physically~~or ~~distinct~~changes ~~asset~~in orcircumstances ~~substantially~~indicate ~~all~~that ofa ~~the~~carrying ~~capacity~~amount ofshould anbe ~~asset~~assessed. ~~Operating~~In ~~lease~~such ~~right-of-use~~circumstances, ~~assets~~the ~~and~~Company ~~associated~~would ~~lease~~compare ~~liabilities~~the ~~are~~carrying ~~recorded~~value inof the ~~balance~~long-lived ~~sheet~~asset atto the ~~lease~~undiscounted ~~commencement~~future ~~date~~cash ~~based~~flows onexpected ~~the~~to ~~present~~result ~~value~~from ofthe ~~future~~use ~~minimum~~of ~~lease~~the ~~payments~~asset. toIf bethe ~~made~~Company ~~over~~determines that the ~~expected~~carrying ~~lease~~value ~~term.~~of As the ~~implicit~~asset ~~rate~~ is not ~~determinable~~recoverable, ina ~~most~~loss ofwould ~~the~~be ~~Company’s~~recognized ~~leases,~~based ~~management~~on ~~uses~~ the ~~Company’s~~amount ~~incremental~~by ~~borrowing~~which ~~rate at~~ the ~~commencement~~carrying ~~date~~value inexceeds ~~determining~~ the ~~present~~fair value of ~~future~~the ~~payments~~asset. The ~~expected~~Company’s ~~lease~~intangible ~~term~~assets ~~includes~~with ~~any~~definite ~~option~~lives toare ~~extend~~amortized orover totheir ~~terminate~~estimated ~~the~~useful ~~lease~~lives ~~when~~using ~~it is reasonably certain~~ the ~~Company~~straight-line ~~will exercise such option~~method.

Leases – The Company determines whether a contract is a lease at the inception of the contract based on whether the contract provides the Company the right to control the use of a physically distinct asset or substantially all the capacity of an asset. Operating lease right-of-use assets and associated lease liabilities are recorded in the balance sheet at the lease commencement date based on the present value of future minimum lease payments to be made over the expected lease term. As the implicit rate is not determinable in most of the Company’s leases, management uses the Company’s incremental borrowing rate at the commencement date in determining the present value of future payments. The expected lease term includes any option to extend or to terminate the lease when it is reasonably certain the Company will exercise such option.

The Company classifies as short-term leases any lease with an initial noncancellable term of twelve months or less that does not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. Right-of-use assets and lease liabilities related to short-term leases are excluded from the consolidated balance sheets.

Under certain leases, the Company is obligated to pay property taxes, insurance, and maintenance costs. For leases that contain both lease and non-lease components, fixed and variable payments are allocated to each component relative to observable or estimated standalone prices.

Income Taxes – Deferred taxes are recognized using enacted tax rates for the effects of temporary differences between the book and tax bases of assets and liabilities. If management believes that it is more likely than not that some portion or all of a deferred tax asset will not be realized, the carrying value will be reduced by a valuation allowance.

The Company accounts for uncertain tax positions in accordance with current accounting guidance which prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected to be taken, on the income tax returns of the Company. Management evaluates and the Company records the effect of any uncertain tax position based on the amount that management deems is more likely than not to be sustained upon examination and ultimate settlement with the tax authorities in the applicable tax jurisdiction.

Interest incurred related to overdue income taxes is included in ~~income~~the ~~tax~~provision ~~expense~~for income taxes; franchise taxes, other than those based on income, and income tax penalties are included in selling, general and administrative expenses. The amounts of interest that are accrued related to tax refund receivables are recorded in other income, net.

Tax Credit Investments – The Company holds equity investments in Solar Tax Credit (“STC”) entities. Primarily, the STC investments are structured as limited liability companies that invest in solar energy projects that are eligible to receive energy tax credits. The Company has elected to use the proportional amortization method (“PAM”) for STC investments that qualify. Under PAM, an investment is amortized in proportion to the allocation of tax benefits received in each period, and the investment amortization and tax benefit amounts are presented net within ~~income~~the ~~tax~~provision ~~expense~~for income taxes in the Company’s consolidated statements of earnings.

~~Not all of the Company’s STC investments qualify for PAM.~~ For STC investments that do not qualify for PAM, the Company accounts for the investment using the equity method of accounting and includes income and losses related to the investment in other income, net, in the Company’s consolidated statements of earnings. Tax credits, when recognized, are recorded as a reduction of the corresponding investment balance with an offsetting reduction to accrued taxes payable in accordance with the deferral method.

Share-Based Payments – The Company measures and recognizes compensation expense for all stock-based awards granted to employees and directors based upon estimates of fair value determined at the grant date of the award. Forfeitures are

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recognized when they occur. Share-based compensation expense is included in selling, general and administrative expenses.

The Company awards restricted stock ~~options~~units and ~~restricted~~ stock ~~units~~options to senior executives, certain other key employees, and members of the Company’s board of directors. Stock options awarded have exercise prices per share at least equal to the market value per share of the Company’s common stock on the grant date. Stock options have a maximum term of ten years. Typically, stock options are awarded with one-third of each stock option vesting on each of the first three anniversaries of the corresponding award date. For restricted stock units, awardees earn the right to receive shares of common stock as certain performance goals are achieved and/or service periods are satisfied. The Company’s stock awards include time-based restricted stock units (“TRSUs”), total stock return performance-based restricted stock units (“PRSUs”), earnings per share performance-based restricted stock units (“EPRSUs”), and renewable energy performance-based restricted stock units (“RRSUs”). Stock options awarded have exercise prices per share at least equal to the market value per share of the Company’s common stock on the grant date. Stock options have a maximum term of ten years. Typically, stock options are awarded with one-third of each stock option award vesting on each of the first three anniversaries of the corresponding award date.

The Company estimates the weighted average fair value of stock options on the date of award using a Black-Scholes option pricing model. The Company believes that its past stock option exercise activity is sufficient to provide it with a reasonable basis upon which to estimate the expected life of newly awarded stock options. Risk-free interest rates are determined by blending the rates for three-to-five-year U.S. Treasury notes. The dividend yield is based on the Company’s current annual regular dividend amount. The calculations of the expected volatility factors are based on the monthly closing prices of the Company’s common stock for the five-year periods preceding the dates of the corresponding awards. The compensation expense for each stock option is recognized on a straight-line basis over the corresponding vesting period, which is typically three years.

For TRSUs, the fair value of each award equals the aggregate market price for the number of shares covered by each award on the date of award. TRSUs awarded by the Company are generally subject to a service-based vesting condition, which is generally three years. For these stock-based awards subject to service-based vesting conditions, the fair value amounts are recorded in stock compensation expense over the three-year contractual lapsing periods for the corresponding restrictions.

The fair value amounts for PRSUs are determined by using the per share market price of the common stock on the dates of award and by assigning equal probabilities to the thirteen possible payout outcomes at the end of each three-year term, and by computing the weighted average of the outcome amounts. For each award, the estimated fair value amount was calculated to be 88.5% of the aggregate market value of the target number (which is 50% of the maximum number) of shares on the award date. The fair value amounts of PRSUs are recorded in stock compensation expense using the straight-line method over the requisite service period, which is generally three years.

For ~~ERSUs~~EPRSUs and RRSUs, the fair value of each award equals the aggregate market price for the number of shares that, as of the award date, are probable of vesting based on the performance conditions. For ~~ERSUs~~EPRSUs, stock compensation expense is recorded using the straight-line method over the requisite service period based on the number of shares that are probable of vesting in accordance with the performance conditions. For RRSUs, compensation expense is recognized using the graded attribution method over the requisite service period when it is probable that the performance conditions will be satisfied.

Fair Value of Financial Instruments – ASC Topic 820, Fair Value Measurement, establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and to minimize the use of unobservable inputs when measuring fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs are quoted prices for similar assets or liabilities in active markets; or quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Inputs are unobservable inputs based on a company’s own assumptions.

The carrying values presented in the consolidated balance sheets for the Company’s cash, certificates of deposit (“CDs”), accounts receivable and contract assets, and the Company’s current liabilities are reasonable estimates of their fair values due to the short-term nature of these instruments.

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Foreign Currency Translation – The accompanying consolidated financial statements are presented in the currency of the United States (“U.S. Dollars”). The effects of translating the financial statements of ~~APC~~the Company’s foreign subsidiaries from ~~its~~their functional ~~currency~~currencies ~~(Euros)~~ into the Company’s reporting currency (U.S. Dollars) are recognized as translation adjustments in accumulated other comprehensive ~~loss~~income. There are no applicable income taxes. The translation of assets and liabilities to U.S. Dollars is made at the exchange rate in effect at the consolidated balance sheet date, while equity accounts are translated at historical rates. The translation of the statement of earnings amounts is made monthly based generally on the average currency exchange rate for the month.

Foreign currency transactions are remeasured at current exchange rates, with adjustments recorded as foreign currency gains or losses. Net foreign currency gains and losses are included in other income, net, in the consolidated statements of earnings. For the years ended January 31, ~~2025~~2026 (“Fiscal ~~2025~~2026”), ~~2024~~2025 (“Fiscal ~~2024~~2025”) and ~~2023~~2024 (“Fiscal ~~2023~~2024”), such amounts were not material.

Treasury Stock – Treasury stock is recorded using the cost method. Incremental direct costs to purchase treasury stock, including excise tax, are included in the cost of the shares acquired. The Company uses the average cost method to account for treasury stock. For shares of treasury stock provided for settlements or sold at a price higher than its cost, the gain is recorded to additional paid-in capital. For shares of treasury stock provided for settlements or sold at a price lower than its cost, the loss is recorded in additional paid-in capital to the extent there are previous net gains included in the account. Any losses ingreater ~~excess~~than of that amount are recorded to retained earnings.

Net Income Per Share – Basic net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share is computed similarly; however, the denominator is adjusted for the number of common stock equivalents that would have a dilutive effect using the treasury stock method. If a common stock equivalent is considered ~~antidilutive~~anti-dilutive, it is not included. Potentially dilutive common stock equivalents include stock options and restricted stock units.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In ~~November~~December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-0709, ~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures, bywhich ~~introducing~~introduces ~~key~~more ~~amendments~~detailed torequirements ~~enhance~~for annual disclosures infor income taxes. The ASU requires public business entities’ ~~reportable~~to ~~segments.~~present ~~Notable~~specific ~~changes~~categories ~~include~~in the ~~mandatory~~income ~~disclosure~~tax ofrate ~~significant~~reconciliation ~~segment~~and ~~expenses~~to ~~regularly~~provide ~~provided~~additional toinformation ~~the~~for ~~chief~~reconciling ~~operating~~items ~~decision~~that ~~maker~~meet ~~(“CODM”),~~a ~~disclosure~~quantitative threshold. ASU 2023-09 also requires all entities to disclose the amounts of ~~other~~income ~~segment~~taxes ~~items~~paid, ~~and~~net ~~requirements~~of ~~for~~refunds ~~consistency~~received, indisaggregated ~~reporting~~by ~~measures~~federal, ~~used~~state, byand ~~the~~foreign ~~CODM~~jurisdiction. The amendments in this update are effective for fiscal years beginning after December 15, ~~2023,~~2024. ~~and~~Early ~~interim~~adoption ~~periods~~was ~~within fiscal years beginning after December 15, 2024~~permitted. Accordingly, the Company adopted the provisions of ASU 2023-0709 ason ofa prospective basis beginning with the year ended January 31, ~~2025~~2026. The adoption of the new standard had no impact on the Company’s financial position, results of operations, or cash flows on the date of transition.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which introduces more detailed requirements for annual disclosures for income taxes. The ASU requires public business entities to present specific categories in the income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 also requires all entities to disclose the amounts of income taxes paid, net of refunds received, disaggregated by federal, state, and foreign jurisdiction. The ASU is effective for fiscal years beginning after December 15, 2024. The Company is currently evaluating the effects, if any, that the adoption of ASU 2023-09 may have on its financial position, results of operations, cash flows, or disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public business entities to disclose specific information about certain costs and expenses. The amendments in this update are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effects, if any, that the adoption of ASU 2024-03 may have on its financial position, results of operations, cash flows, or disclosures.

There are no other recently issued accounting pronouncements that have not yet been adopted that the Company considers material to its consolidated financial statements.

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NOTE 2 – REVENUES FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenues

The following table presents consolidated revenues for Fiscal ~~2025~~2026, Fiscal ~~2024~~2025 and Fiscal ~~2023~~2024, disaggregated by the geographic area where the corresponding projects were located:


	~~2025~~2026		~~2024~~2025		~~2023~~2024
United States	$	~~783~~852,~~107~~212	$	~~334~~783,~~244~~107	$	~~328~~334,~~850~~244
Republic of Ireland		8165,~~356~~009		~~198~~81,~~701~~356		68198,~~242~~701
United Kingdom		927,~~716~~385		409,~~388~~716		5740,~~948~~388
Consolidated Revenues	$	874,179	$	573,333	$	455,040
Totals	$	944,606	$	874,179	$	573,333

Revenues for projects located in Ireland and the U.K. are attributed to the ~~power~~Power ~~industry services~~ segment. The major portions of the Company’s consolidated revenues are recognized pursuant to fixed-price contracts with most of the remaining portions earned pursuant to time-and-material contracts. Consolidated revenues are disaggregated by reportable segment in Note 1716 to the consolidated financial statements.

~~Contract~~The ~~Termination~~Company’s revenues primarily are related to construction activities. During Fiscal 2026, the Company recognized approximately $2.1 million in revenues related to project development activities.

APC’s subsidiary in the U.K., Atlantic Projects Company (UK) Limited (“APC UK”), recognized an estimated contract loss related to a project to construct a gas-fired power facility overseas in Northern Ireland in the amount of approximately $13.4 million, of which $3.4 million was recorded during Fiscal 2025 and the remainder was recorded in Fiscal 2024.

APC UK provided 14 days’ notice to terminate as a result of project owner breaches of the contract. Those breaches were not resolved during that 14-day period, and as a result the contract terminated on May 3, 2024. Subsequently, the project owner made a draw for the full amount of a $9.2 million irrevocable letter of credit, or on-demand performance bond, issued by the Company’s bank. APC UK and the Company believe the project owner initiated the draw without cause and, therefore, the amount should be refunded. This amount is included in accounts receivable as of January 31, 2025.

APC UK has significant billable receivables, unresolved contract variations and claims for extensions of time, among other issues, related to the overseas project. The project owner has asserted counterclaims that APC UK disputes. APC UK will continue to pursue all of its rights under the contract (see Note 10).

Contract Assets and Liabilities

During ~~the~~Fiscal ~~fiscal~~2026 ~~year~~and ~~ended~~Fiscal ~~January 31,~~ 2025, there were no ~~material~~ unusual or one-time adjustments to contract asset or contract ~~liability~~liabilities balances that were material. The Company recognized the following revenues that were included in the contract liabilities balances at the beginning of the respective fiscal year:


	~~2025~~2026		~~2024~~2025
Revenues recognized from contract liabilities	$	~~177~~299,~~254~~047	$	95177,~~546~~254

Contract retentions are billed amounts which, pursuant to the terms of the applicable contract, are not paid by customers until a defined phase of a contract or project has been completed and accepted. These retained amounts are reflected in contract assets or contract liabilities depending on the net contract position of the particular contract. The amounts retained by project owners and other customers under construction contracts atas of January 31, ~~2025~~2026, and ~~2024~~2025 were $1554.85 million and $2115.28 million, respectively.

Variable Consideration

Variable consideration includes unapproved change orders where the Company has project-owner directive for additional work or other scope changes, but has not yet obtained approval for the associated price or the corresponding additional effort. These amounts are included in the transaction price when it is considered probable that the applicable costs, including those for additional effort, will be recovered through a modification to the contract price. AtAs of January 31, ~~2025~~2026 and ~~2024~~2025, the aggregate amounts of contract variations, ~~that~~which primarily related to an overseas project, and ~~that~~ were included in the corresponding transaction prices pending customer approvals, were $811.04 million and $8.40 million, respectively.

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Remaining Unsatisfied Performance Obligations

AtAs of January 31, ~~2025~~2026, the Company had RUPO of $12.49 billion. The largest portion of RUPO at any date usually relates to engineering, procurement and construction (“EPC”) services and other construction contracts with typical performance durations of one to four years. The Company estimates that it will recognize approximately 4838% of ~~the~~ RUPO ~~amount~~as atrevenue ~~January~~during 31the next 12 months, ~~2025~~with ~~will~~substantially all the remaining performance obligations to be ~~included~~recognized inwithin ~~the~~12 ~~amount~~to of24 ~~consolidated~~months ~~revenues~~thereafter. It is important to note that ~~will~~estimates may be ~~recognized~~changed ~~during~~in the ~~year~~future ~~ending~~and ~~January~~that 31cancellations, ~~2026~~deferrals ~~(“Fiscal~~or ~~2026”).~~scope ~~Most~~adjustments ofmay ~~the~~occur ~~remaining~~related ~~amount~~to ofwork included in the amount of RUPO ~~amount~~as atof January 31, ~~2025~~2026. isAccordingly, ~~expected~~RUPO tomay be ~~recognized~~adjusted into ~~revenues~~reflect ~~during~~project ~~the~~delays ~~fiscal~~and ~~years~~cancellations, ~~ending~~revisions ~~January~~to ~~31,~~project ~~2027~~scope ~~(“Fiscal~~and ~~2027”)~~cost and foreign currency exchange fluctuations, ~~2028~~or ~~(“Fiscal~~to ~~2028”)~~revise ~~and~~estimates, ~~2029~~as ~~(“Fiscal~~effects ~~2029”)~~become known. Such adjustments to RUPO may materially reduce future revenues below Company estimates.

It- is58 important to note that estimates may be changed in the future and that cancellations, deferrals or scope adjustments may occur related to work included in the amount of RUPO at January 31, 2025. Accordingly, RUPO may be adjusted to reflect project delays and cancellations, revisions to project scope and cost and foreign currency exchange fluctuations, or to revise estimates, as effects become known. Such adjustments to RUPO may materially reduce future revenues below Company estimates.-

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Contract Termination

In prior fiscal years, the U.K subsidiary of the Company recognized an estimated contract loss related to an overseas project in the amount of approximately $13.4 million, of which $3.4 million was recorded during Fiscal 2025 and the remainder was recorded in Fiscal 2024. The Company’s U.K subsidiary has significant billable receivables, unresolved contract variations and claims for extensions of time, among other issues, related to an overseas project (see Note 10).

NOTE 3 – CASH, CASH EQUIVALENTS AND INVESTMENTS

Cash Equivalents

AtAs of January 31, ~~2025~~2026 and ~~2024~~2025, certain amounts of cash equivalents were invested in a money market ~~fund~~funds with assets invested in high-quality money market instruments, including U.S. Treasury obligations; obligations of U.S. government agencies, authorities, instrumentalities or sponsored enterprises; and repurchase agreements secured by such obligations. ~~Dividend income related to money market investments is recorded when earned.~~ The balances of accrued dividends atas of January 31, ~~2025~~2026 and ~~2024~~2025 were $0.35 million and $0.73 million, respectively.

Investments

The Company’s investments consisted of the following as of January 31, ~~2025~~2026 and ~~2024~~2025:


	~~2025~~2026		~~2024~~2025
Short-term investments	$	~~153~~151,~~129~~901	$	~~109~~153,~~489~~129
Available-for-sale securities		~~226~~403,~~745~~599		~~105~~226,~~884~~745
Total investments	$	~~379~~555,~~874~~500	$	~~215~~379,~~373~~874

Short-Term Investments

Short-term investments as of January 31, ~~2025~~2026 and ~~2024~~2025, consisted solely of CDs with initial maturities of one year or less purchased from Bank of America, N.A. (the “Bank”). The Company has the intent and ability to hold the CDs until they mature, and they are carried at cost plus accrued interest. The balances of accrued interest on the CDs atas of January 31, ~~2025~~2026 and ~~2024~~2025 were $3.1.9 million and $43.51 million, respectively. ~~Interest income is recorded when earned and is included in other income, net, in the consolidated statements of earnings.~~

Available-For-Sale Securities

The Company’s AFS securities consisted of the following amounts of amortized cost, allowance for credit losses, gross unrealized gains and losses, and estimated fair value by contractual maturity as of January 31, ~~2025~~2026 and ~~2024~~2025:

January 31, ~~2025~~2026

Allowance for

Gross

Estimated

Amortized

Credit

Unrealized

Fair

Cost

Losses

Gains

Losses

Value

U.S. Treasury notes:

Due within one year

5045,~~676~~446

—

~~126~~127

5045,~~795~~565

Due in one to three years

8477,~~881~~931

—

~~381~~1,182

~~105~~13

8579,~~157~~100

Due in three to five years

91277,~~599~~196

—

~~124~~2,192

~~930~~454

90278,~~793~~934

Totals

~~227~~400,~~156~~573

—

~~631~~3,501

~~1,042~~475

~~226~~403,~~745~~599

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		January 31, 2025
					Allowance for			Gross			Gross			Estimated
		Amortized			Credit			Unrealized			Unrealized			Fair
		Cost			Losses			Gains			Losses			Value
U.S. Treasury notes:
Due within one year		$	50,676		$	—		$	126		$	7		$	50,795
Due in one to three years			84,881			—			381			105			85,157
Due in three to five years			91,599			—			124			930			90,793
Totals		$	227,156		$	—		$	631		$	1,042		$	226,745

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	January 31, 2024
			Allowance for		Gross		Gross		Estimated
	Amortized		Credit		Unrealized		Unrealized		Fair
	Cost		Losses		Gains		Losses		Value
U.S. Treasury notes:
Due in one to three years	$	96,217	$	—	$	568	$	230	$	96,555
U.S. corporate debt security:
Due in one to three years		9,406		—		—		77		9,329
Totals	$	105,623	$	—	$	568	$	307	$	105,884

As- of59 January 31, 2025 and 2024, interest receivable in the amounts of $2.1 million and $1.3 million, respectively, were included in the balances of AFS securities. During Fiscal 2025 and Fiscal 2024, there were no sales of the Company’s AFS securities and, therefore, there were no amounts of gains or losses reclassified out of other comprehensive income into net income. -

~~The~~Table ~~Company does not believe the unrealized losses represent credit losses based on the evaluation~~ of evidence as of January 31, 2025, which includes an assessment of whether it is more likely than not the Company will be required to sell or intends to sell the investment before recovery of its amortized cost basis.Contents

As of January 31, 2026 and 2025, interest receivable in the amounts of $3.4 million and $2.1 million, respectively, were included in the balances of AFS securities. During Fiscal 2026 and Fiscal 2025, there were no sales of the Company’s AFS securities and, therefore, there were no amounts of gains or losses reclassified out of other comprehensive income into net income.

The Company does not believe the unrealized losses represent credit losses based on the evaluation of evidence as of January 31, 2026, which includes an assessment of whether it is more likely than not that the Company will be required to sell or intends to sell the investments before recovery of their corresponding amortized cost bases.

Earnings on Cash and Invested Funds

The Company earns interest and dividends on its cash equivalents and invested funds. The Company also earns interest on most of its cash balances. Earnings on invested funds and cash account balances for Fiscal ~~2025~~2026, Fiscal ~~2024~~2025 and Fiscal ~~2023~~2024 were $2124.20 million, $1421.13 million and $314.41 million, respectively. Earnings on ~~invested~~investments ~~funds and bank account balances~~ are included in other income, net, in the consolidated statements of earnings.

AtAs of January 31, ~~2025~~2026 and ~~2024~~2025, the weighted average annual yields of the Company’s outstanding invested funds and interest-bearing cash account balances were 43.10% and 54.1%, respectively.

Concentration Risk

The Company has a substantial portion of its cash on deposit in the U.S. with the Bank or invested in CDs purchased from the Bank. In addition, the Company has cash invested in a money market ~~fund~~funds at a separate ~~institution~~institutions. The Company ~~also~~ maintains with the Bank certain Euro-based bank accounts in Ireland and certain pound sterling-based bank accounts in the U.K. in support of ~~the~~foreign operations ~~of APC~~. As of January 31, ~~2025~~2026 and ~~2024~~2025, approximately 210% and 121%, respectively, of the Company’s cash, ~~and~~ cash equivalents, and investments were held by ~~financial~~foreign ~~institutions~~subsidiaries in Ireland and the U.K. Management does not believe that the combined ~~amount~~amounts of the CDs and the cash deposited with the Bank, cash invested in ~~the~~ money market ~~fund~~funds, and cash balances maintained at financial institutions in Ireland and the U.K., in excess of government-insured levels, represent material risks.

NOTE 4 – FAIR VALUE MEASUREMENTS

The following table presents the Company’s financial instruments as of January 31, ~~2025~~2026 and ~~2024~~2025 that are measured and recorded at fair value on a recurring basis:


	January 31, ~~2025~~2026						January 31, ~~2024~~2025
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
	Inputs		Inputs		Inputs		Inputs		Inputs		Inputs
Cash equivalents:
Money market fund	$	93,067	$	—	$	—	$	126,646	$	—	$	—
Money market funds	$	149,597	$	—	$	—	$	93,067	$	—	$	—
Available-for-sale securities:
U.S. Treasury notes		—		~~226~~403,~~745~~599		—		—		96226,~~555~~745		—
U.S. corporate debt security		—		—		—		—		9,329		—
Totals	$	149,597	$	403,599	$	—	$	93,067	$	226,745	$	—
Totals	$	93,067	$	226,745	$	—	$	126,646	$	105,884	$	—

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NOTE 5 – ACCOUNTS RECEIVABLE

Accounts receivable ~~include~~includes amounts that have been billed and amounts that are billable to customers. As of January 31, 2026 and 2025, there were billable amounts related to an ~~APC UK~~ overseas project in the total amount of $25.5 million and $23.1 million, respectively, including the expected refund of the amount of the letter of credit draw identified in Note 210.

The ~~Company~~amount ~~may extend credit to a customer without requiring tangible collateral based on an evaluation~~ of the ~~customer’s~~provision ~~financial~~for ~~condition~~credit ~~and~~losses ~~other~~for ~~factors.~~Fiscal ~~Customer payments on other construction~~2026, ~~fabrication,~~Fiscal ~~and~~2025 ~~field service contracts are generally due within 30 days of billing, depending on the negotiated terms of the corresponding contract. Exposure to losses on accounts~~ and ~~notes~~Fiscal ~~receivable~~2024 iswere ~~expected to differ due to the varying financial condition of each customer~~insignificant. The ~~Company monitors its exposure to credit losses and may establish an~~ allowance for credit losses ~~based~~as ~~on management’s estimate~~ of ~~the~~January ~~loss that is expected to occur over the remaining life of the particular financial asset. The amount of the provision for credit losses for Fiscal 2025~~31, ~~Fiscal~~2026 ~~2024~~was ~~and Fiscal 2023 were~~ insignificant. The allowance for credit losses was $1.9 million ~~and $1.8 million~~ as of January 31, 2025 ~~and 2024, respectively~~.

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NOTE 6 – INTANGIBLE ASSETS

Goodwill

The Company used a qualitative approach to assess ~~the~~ goodwill ofimpairment ~~the~~for ~~GPS~~its reporting ~~unit,~~units ~~which~~that ishad ~~included~~goodwill ~~in the power industry services segment,~~ as of November 1, ~~2024~~2025 and ~~2023~~2024. At each date, the Company concluded that it was more likely than not that the fair value of the respective reporting unit exceeded ~~the~~its corresponding carrying value. ~~Therefore~~Accordingly, ~~completion~~the ofCompany ~~the~~determined that a quantitative impairment assessment was ~~considered~~not tonecessary. beThe ~~unnecessary.~~changes in the balances of the Company’s goodwill by reportable segment for Fiscal 2026 and Fiscal 2025 were as follows:

Similarly, the Company used a qualitative approach to assess the goodwill of the TRC reporting unit, which represents the industrial construction services segment, as of November 1, 2024 and 2023 and concluded that it was more likely than not that the fair value of the reporting unit exceeded the corresponding carrying value. Therefore, the completion of the quantitative impairment assessment was considered to be unnecessary.

The changes in the balances of the Company’s goodwill by reportable segment for Fiscal 2025 and Fiscal 2024 were as follows:


	~~Power~~		~~Industrial~~		~~Telecom~~
	~~Services~~Power		~~Services~~Industrial		~~Services~~Teledata		Totals
Goodwill as of February 1, 2023	$	18,476	$	9,467	$	90	$	28,033
Goodwill as of February 1, 2024	$	18,476	$	9,467	$	90	$	28,033
Impairment losses		—		—		—		—
Goodwill as of January 31, 2024		18,476		9,467		90		28,033
Goodwill as of January 31, 2025		18,476		9,467		90		28,033
Impairment losses		—		—		—		—
Goodwill as of January 31, 2025	$	18,476	$	9,467	$	90	$	28,033
Goodwill as of January 31, 2026	$	18,476	$	9,467	$	90	$	28,033

Balances, January 31, 2025:
Balances, January 31, 2026:
Goodwill	$	22,525	$	14,365	$	90	$	36,980
Accumulated impairment losses		(4,049)		(4,898)		—		(8,947)
Goodwill as of January 31, 2025	$	18,476	$	9,467	$	90	$	28,033
Goodwill as of January 31, 2026	$	18,476	$	9,467	$	90	$	28,033

As of January 31, 2025, the accumulated impairment losses for the power industry services segment relate solely to the APC reporting unit, whose goodwill was fully impaired in a prior fiscal year.

For income tax reporting purposes, the 15-year straight-line amortization of goodwill related to acquisitions in the approximate amount of $16.5 million was completed during Fiscal 2024. The other amounts of the Company’s goodwill are not amortizable for income tax reporting purposes.

-Intangible ~~69 -~~Assets

~~Table~~The Company’s intangible assets, other than goodwill, relate primarily to the Industrial segment and consisted of ~~Contents~~the following as of January 31, 2026 and 2025:

Other Intangible Assets

The Company’s intangible assets, other than goodwill, relate primarily to the industrial construction services segment and consisted of the following as of January 31, 2025 and 2024:

January 31, ~~2025~~2026

January 31, ~~2024~~2025

Estimated

Gross

Accumulated

Net

Gross

Accumulated

Net

Useful Life

Amounts

Amortization

Amounts

Amortization

Amounts

Trade name

15 years

4,499

23,~~749~~049

1,~~750~~450

4,499

2,~~450~~749

21,~~049~~750

Customer relationships

10 years

916

~~840~~916

76—

916

~~748~~840

~~168~~76

Totals

5,415

3,~~589~~965

1,~~826~~450

5,415

3,~~198~~589

21,~~217~~826

There were no additions to ~~other~~ intangible assets during Fiscal ~~2025~~2026 or Fiscal ~~2024~~2025. In addition, there were no impairment losses related to the assets for Fiscal ~~2025~~2026, Fiscal ~~2024~~2025 or Fiscal ~~2023~~2024. Amortization expense related to intangible assets ~~for~~was ~~Fiscal~~$0.4 ~~2025,~~million ~~Fiscal~~for ~~2024~~each ~~and~~of Fiscal ~~2023 were $0.4 million~~2026, ~~$0.4~~Fiscal ~~million~~2025 and ~~$0.7~~Fiscal ~~million, respectively~~2024.

~~The~~Estimated ~~following~~future isamortization aexpense ~~schedule~~for ofintangible ~~future~~assets ~~amounts~~as of ~~amortization~~January ~~related~~31, to2026 ~~purchased~~is ~~intangibles~~as follows:


	Amortization
Years Ending January 31,	Expense
2026	$	376
2027	$	300
2027		300
2028		300
2029		300
2030		300
Thereafter		250
2031		250
Total	$	1,826
Thereafter		—
Total	$	1,450

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NOTE 7 – PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment consisted of the following atas of January 31, ~~2025~~2026 and ~~2024~~2025:


	~~2025~~2026		~~2024~~2025		Useful Life
Land and improvements	$	936	$	~~863~~936	Improvements 5-20 Years
Building and improvements		1112,~~412~~864		711,~~910~~412	Buildings 20-50 Years(1)
Furniture, machinery and equipment		1718,~~386~~537		17,~~938~~386	2 - 20 Years
Trucks, trailers and other vehicles		5,~~856~~601		5,~~902~~856	3 - 10 Years
		3537,~~590~~938		3235,~~613~~590
Accumulated depreciation		(21,~~127~~342)		(21,~~592~~127)
Property, plant and equipment, net	$	1416,~~463~~596	$	1114,~~021~~463

~~The~~(1) ~~following~~Leasehold ~~table~~improvements ~~presents~~are ~~property,~~depreciated ~~plant~~over ~~and~~the ~~equipment,~~shorter ~~net,~~of ~~disaggregated~~the byuseful ~~geographic~~life ~~area~~of asthe ofleasehold ~~January~~improvement ~~31,~~or ~~2025~~the ~~and~~lease ~~2024:~~term.

Property, plant and equipment, net, disaggregated by geographic area as of January 31, 2026 and 2025 are as follows:


	~~2025~~2026		~~2024~~2025
United States	$	1214,~~515~~550	$	812,~~898~~515
Republic of Ireland		1,~~850~~999		1,~~836~~850
United Kingdom		9847		~~287~~98
Property, plant and equipment, net	$	1416,~~463~~596	$	1114,~~021~~463

Depreciation expense for property, plant and equipment was $1.9 million, $21.09 million and $32.0 million for Fiscal ~~2025~~2026, Fiscal ~~2024~~2025 and Fiscal ~~2023~~2024, respectively~~, which amounts were charged substantially to selling, general and administrative expenses in each year~~. The costs of maintenance and repairs were $1.58 million, $1.65 million and $21.46 million for Fiscal ~~2025~~2026, Fiscal ~~2024~~2025 and Fiscal ~~2023~~2024, respectively,. ~~which~~Depreciation ~~amounts~~expense and maintenance and repair costs were ~~charged~~recorded ~~substantially~~primarily toin selling, general and administrative expenses ~~each year as well~~.

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NOTE 8 – FINANCING ARRANGEMENTS

~~The~~On May 24, 2024, the Company ~~was~~and athe ~~party~~Bank toexecuted anthe ~~amended~~Second Amended and ~~restated~~Restated ~~credit~~Replacement ~~agreement~~Credit Agreement with an expiration date of May 31, 2027 (the “~~Expired~~ Credit Agreement”), ~~that~~which ~~provided~~was ~~the~~amended ~~Company~~on October 23, 2025. The Credit Agreement has a base lending commitment amount of $5035.0 million, ~~including~~and aestablishes the interest rate for revolving ~~loan~~loans at the Secured Overnight Financing Rate (“SOFR”) plus 1.85%. In addition to the base commitment, ~~and~~the credit facility includes an accordion feature ~~which~~that ~~allowed~~allows for an additional commitment amount of $1030.0 million, subject to certain conditions. The ~~expiration~~Company ~~date~~may ofuse the ~~Expired~~borrowing ability to cover other credit instruments issued by the Bank for the Company’s use in the ordinary course of business as defined in the Credit Agreement. ~~was~~Further, on May 31, 2024., ~~The~~the Company ~~complied~~entered ~~with~~a companion facility, in the ~~various~~amount ~~financial~~of ~~and~~$25.0 million, ~~non-financial~~pursuant ~~covenants~~to ~~under~~which an overseas subsidiary of the ~~Expired~~Company ~~Credit~~may ~~Agreement~~cause the Bank’s European entity to issue letters of credit on its behalf that will be secured by a blanket parent company guarantee that was issued by Argan to the Bank.

OnAs ~~May~~of ~~24,~~January ~~2024~~31, ~~the~~2026 ~~Company~~ and ~~the~~2025, ~~Bank executed~~ the ~~Second~~Company ~~Amended~~did ~~and~~not ~~Restated~~have ~~Replacement~~any ~~Credit~~borrowings ~~Agreement~~outstanding ~~with~~under ~~an expiration date of May 31, 2027 (~~the ~~“New~~ Credit Agreement”). ~~The New Credit Agreement supersedes the Expired Credit Agreement~~However, ~~reduces~~ the ~~base~~Bank ~~lending~~has ~~commitment~~issued ~~amount~~a ~~from $50.0 million to $35.0 million, increases the~~ letter of credit ~~fees~~in ~~to be consistent with current market conditions, and establishes~~ the ~~interest~~outstanding rate for revolving loans at the Secured Overnight Financing Rate (“SOFR”) plus 1.85%. In addition to the base commitment, the new facility includes an accordion feature that allows for an additional commitment amount of $~~30.~~0 .3 million, ~~subject~~as ~~to certain conditions. The Company may use the borrowing ability to cover other credit instruments issued by the Bank for the Company’s use in the ordinary course~~ of ~~business~~January ~~as defined in the New Credit Agreement. Further, on May~~ 31, ~~2024,~~2026. ~~the~~As ~~Company entered into a companion facility, in the amount~~ of ~~$25.0~~January ~~million~~31, ~~pursuant to which the Company’s Irish subsidiary~~2025, ~~APC,~~there ~~may~~were no outstanding ~~cause the Bank’s European entity to issue~~ letters of credit ~~on its behalf that will be secured by a blanket parent company guarantee that was~~ issued byunder ~~Argan to~~ the ~~Bank.~~credit facilities.

AtThe ~~January~~Company ~~31,~~has ~~2025~~pledged ~~and~~most ~~2024,~~of ~~the~~its ~~Company~~assets ~~did~~to secure its financing arrangements. The Bank’s consent is not ~~have~~required ~~any~~for ~~borrowings~~acquisitions, ~~outstanding~~divestitures, ~~under~~cash ~~the~~dividends ~~New~~or significant investments if certain conditions are met. The Credit Agreement orrequires that the ~~Expired~~Company comply with certain financial covenants at its fiscal year-end and at each fiscal quarter-end. The Credit Agreement includes other terms, ~~respectively~~covenants and events of default that are customary for a credit facility of its size and nature, including a requirement to achieve positive adjusted earnings before interest, taxes, depreciation and amortization, as defined, over each rolling twelve-month measurement period. AtAs of January 31, ~~2025~~2026, ~~there~~the ~~were~~Company nowas ~~outstanding~~in ~~letters~~compliance ofwith ~~credit~~the ~~issued~~covenants ~~under~~and other requirements of the ~~credit~~Credit ~~facilities~~Agreement.

The Company has pledged the majority of its assets to secure its financing arrangements. The Bank’s consent is not required for acquisitions, divestitures, cash dividends or significant investments as long as certain conditions are met. The New Credit Agreement requires that the Company comply with certain financial covenants at its fiscal year-~~end~~ ~~and~~62 ~~at each fiscal quarter~~-end. The New Credit Agreement includes other terms, covenants and events of default that are customary for a credit facility of its size and nature, including a requirement to achieve positive adjusted earnings before interest, taxes, depreciation and amortization, as defined, over each rolling twelve-month measurement period. As of January 31, 2025, the Company was in compliance with the covenants and other requirements of the New Credit Agreement.

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NOTE 9 – COMMITMENTS

Leases

The Company’s leases are primarily operating leases that cover office space, expiring on various dates through December 2031, and certain equipment used by the Company in the performance of its construction services contracts. Some of these equipment leases may be embedded in broader agreements with subcontractors or construction equipment suppliers. The Company has no material finance leases. None of the operating leases includes significant amounts for incentives, rent holidays or price escalations.

AtAs of January 31, ~~2025~~2026 and ~~2024~~2025, right-of-use assets were $6.3 and $5.3 million, respectively. Operating lease expense amounts are recorded on a straight-line basis over the expected lease terms. Operating lease expense amounts for Fiscal ~~2025~~2026, Fiscal ~~2024~~2025 and Fiscal ~~2023~~2024 were $34.83 million, $13.98 million and $21.69 million, respectively.

-The 71following -is a schedule of future minimum lease payments for the operating leases that were recognized in the consolidated balance sheet as of January 31, 2026:

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	Operating Lease
Years ending January 31,	Commitments
2027	$	2,860
2028		2,027
2029		1,009
2030		703
2031		338
Thereafter		173
Total lease payments		7,110
Less imputed interest		723
Present value of lease payments		6,387
Less current portion (included in accrued expenses)		2,516
Noncurrent portion (included in noncurrent liabilities)	$	3,871

The following is a schedule of future minimum lease payments for the operating leases that were recognized in the consolidated balance sheet as of January 31, 2025:


	Operating Lease
Years ending January 31,	Commitments
2026	$	2,905
2027		963
2028		496
2029		495
2030		399
Thereafter		520
Total lease payments		5,778
Less imputed interest		480
Present value of lease payments		5,298
Less current portion (included in accrued expenses)		2,710
Noncurrent portion (included in noncurrent liabilities)	$	2,588

The following table presents summary information for the Company’s lease terms and discount rates for its operating leases atas of January 31, ~~2025~~2026 and ~~2024~~2025:


	~~2025~~2026			~~2024~~2025
Weighted average remaining lease term		4038 months			4140 months
Weighted average discount rate		5.08	%		5.20	%

The Company also uses equipment and occupies other facilities under short-term rental agreements. Rent expense amounts incurred under short-term rentals were $1714.09 million, $917.50 million and $119.35 million for Fiscal ~~2025~~2026, Fiscal ~~2024~~2025 and Fiscal ~~2023~~2024, respectively. Most of these amounts relate to the rental of construction equipment and temporary facilities and, as such, are included in cost of revenues in the accompanying consolidated statements of earnings.

Performance Bonds and Guarantees

In the normal course of business and for certain major projects, the Company may be required to obtain surety or performance bonding, to cause the issuance of letters of credit, or to provide parent company guarantees (or some combination thereof) in order to provide performance assurances to clients on behalf of its contractor subsidiaries. As these subsidiaries are wholly owned, any actual liability is ordinarily reflected in the financial statement account balances determined pursuant to the Company’s accounting for contracts with customers. When sufficient information about claims on guaranteed or bonded projects ~~would~~become be available and monetary damages or other costs or losses would be determined to be probable, the Company would record such losses.

As of January 31, ~~2025~~2026, the estimated amount of the Company’s unsatisfied bonded performance obligations, covering all ~~of its~~ subsidiaries, was approximately $0.75 billion. As of January 31, ~~2025~~2026, the outstanding amount of bonds covering other risks, including warranty obligations and contract payment retentions related to completed activities, was $2544.27 million. ~~Not all of the Company’s projects require bonding.~~

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Employee Benefit Plans

The Company maintains 401(k) savings plans pursuant to which the Company makes matching and discretionary contributions for the eligible and participating employees. The Company’s expense amounts related to these defined contribution plans were approximately $3.49 million, $23.94 million and $2.79 million for Fiscal ~~2025~~2026, Fiscal ~~2024~~2025 and Fiscal ~~2023~~2024, respectively. The Company also maintains nonqualified plans whereunder the payments of certain amounts of incentive compensation earned by key employees are deferred for periods of four to seven years; payments are conditioned on continuous employment. The Company also maintains a nonqualified plan whereunder key employees may elect to defer portions of their compensation for periods ranging from one year to retirement.

NOTE 10 – LEGAL CONTINGENCIES

In the normal course of business, the Company may have pending claims and legal proceedings. The Company maintains accrued expense balances for the estimated amounts of legal costs expected to be billed related to any significant matter. In the opinion of management, based on information available at this time, there are no current claims and proceedings that would have a material adverse effect on the consolidated financial statements. However, the outcomes of such legal claims and proceedings are subject to inherent uncertainties.

-In 72March 2025, the U.K. subsidiary of the Company sued EP NI Energy Limited and EP UK Investment Limited (together referred to as “EP”) in the High Court of Justice, Business and Property Courts of England and Wales for EP’s breach of contract and failure to remedy various events which negatively impacted the schedule and costs of an overseas project, resulting in EP receiving the benefits of the construction efforts of the Company’s U.K. subsidiary and the corresponding progress on the project without making payments to which the Company’s U.K. subsidiary was contractually entitled. The Company’s U.K. subsidiary provided the project owner notice to terminate because of project owner breaches of the contract. Those breaches were not resolved, as a result of which the contract terminated on May 3, 2024. Subsequently, the project owner made a draw for the full amount of a $10.0 million irrevocable letter of credit, or on-demand performance bond, issued by the Company’s bank. The Company believes the project owner improperly initiated the draw on the bond and, therefore, the amount should be refunded. This amount is included in accounts receivable as of January 31, 2026. The Company’s U.K. subsidiary has significant billable receivables, unresolved contract variations and claims for extensions of time, among other issues, related to an overseas project. The project owner has asserted counterclaims that the Company’s U.K. subsidiary disputes. The Company’s U.K. subsidiary will vigorously assert its rights and claims to recover its lost value and collect any remaining monies owed.

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In the opinion of management, based on information available at this time, there are no current claims and proceedings that would have a material adverse effect on the consolidated financial statements. However, the outcome of such legal claims and proceedings is subject to inherent uncertainties.

In March 2025, APC’s subsidiary in the U.K., Atlantic Projects Company (UK) Limited (“APC UK”), sued EP NI Energy Limited and EP UK Investment Limited (together referred to as “EP”) in the High Court of Justice, Business and Property Courts of England and Wales for EP’s breach of contract and failure to remedy various events which negatively impacted the schedule and costs of an overseas project, resulting in EP receiving the benefits of the construction efforts of APC UK and the corresponding progress on the project without making payments for the value received. As previously disclosed, APC UK provided 14 days’ notice to terminate as a result of project owner breaches of the contract. Those breaches were not resolved during that 14-day period, as a result of which the contract terminated on May 3, 2024. APC UK has significant billable receivables, unresolved contract variations and claims for extensions of time, among other issues, related to the overseas project. The project owner has asserted counterclaims that APC UK disputes. APC UK will vigorously assert its rights and claims in order to recover its lost value and collect any remaining monies owed.

NOTE 11 – STOCK-BASED COMPENSATION

On June 23, 2020, the Company’s stockholders approved the adoption of the 2020 Stock Plan (the “2020 Plan”), and the allocation of 500,000 shares of the Company’s common stock for issuance thereunder. On June 20, 2023, the Company’s stockholders approved an allocation of an additional 500,000 shares for issuance under the 2020 Plan. The Company’s board of directors may make share-based awards under the 2020 Plan to officers, directors and key employees. The 2020 Plan replaced the 2011 Stock Plan (the “2011 Plan”); the Company’s authority to make awards pursuant to the 2011 Plan expired during July 2021. Together, the 2020 Plan and the 2011 Plan are hereinafter referred to as the “Stock Plans.”

Stock awards may include nonqualified stock options, incentive stock options, and restricted or unrestricted stock. The specific provisions for each award are documented in a written agreement between the Company and the awardee. As of January 31, 2026, there were 720,747 shares of common stock reserved for issuance under the Stock Plans; this number includes 411,344 shares of common stock available for future awards under the 2020 Plan.

AsStock-based ofcompensation ~~January~~expense 31amounts for Fiscal 2026, Fiscal 2025, ~~there~~and Fiscal 2024, were 1$7.9 million,~~220~~ $4.5 million and $4.5 million,~~646~~ ~~shares~~respectively. As of ~~common~~January ~~stock~~31, ~~reserved~~2026, ~~for~~there ~~issuance~~was ~~under~~$10.1 ~~the~~million ~~Stock~~in ~~Plans;~~unrecognized ~~this~~compensation ~~number~~cost ~~includes~~related ~~499,513~~to ~~shares~~outstanding ofstock ~~common~~awards ~~stock~~that ~~available~~the ~~for~~Company ~~future~~expects ~~awards~~to ~~under~~expense over the ~~2020~~next ~~Plan~~three years.

Expense amounts related to stock awards were $4.5 million, $4.5 million and $4.0 million for Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. At January 31, 2025, there was $5.2 million in unrecognized compensation cost related to outstanding stock awards that the Company expects to expense over the next three years.

Restricted Stock Units

During Fiscal ~~2025~~2026, the Company awarded PRSUs covering a target of 5,~~000~~500 shares of common stock, EPRSUs covering a target of 1016,~~000~~450 shares of common stock, RRSUs covering a target of 52,~~000~~500 shares of common stock, and TRSUs covering 4632,~~878~~350 shares of common stock. The ~~Company issued 4,063 shares of common stock based on the amount of cash dividends deemed paid on shares that were earned pursuant to the awards that were settled during the year. The~~ number of shares of common stock to be issued under certain awards may exceed the number of target shares if certain performance goals are exceeded. The changes in the maximum number of

~~The~~- ~~changes~~64 ~~in the maximum number of shares of common stock issuable pursuant to outstanding restricted stock units for Fiscal 2025 are presented below (shares in thousands):~~-


		Weighted-
		Average
		Grant-Date
		Fair Value
	Shares	Per Share
Outstanding, January 31, 2024	348	$	30.21
Awarded	86		49.46
Issued	(90)		41.76
Forfeited	(73)		29.38
Outstanding, January 31, 2025	271		32.69

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shares of common stock issuable pursuant to outstanding restricted stock units for Fiscal 2026 are presented below (shares in thousands):

During Fiscal 2024 and 2023, restricted stock units covering a maximum of 128,792 and 146,871 shares were awarded with a weighted-average grant-date fair value per share of $30.46 and $29.26, respectively. The total fair values of restricted stock units that vested and were issued during Fiscal 2025, Fiscal 2024, and Fiscal 2023 were $3.8 million, $1.8 million and $0.9 million, respectively.


		Weighted-
		Average
		Grant-Date
		Fair Value
	Shares	Per Share
Outstanding, January 31, 2025	271	$	32.69
Granted	85		85.84
Issued	(124)		31.24
Forfeited	(1)

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