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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K


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

For the fiscal year ended December 31, ~~2024~~2025


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

Commission File Number 001-36541

LIMBACH HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware						46-5399422
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

797 Commonwealth Drive, Warrendale, Pennsylvania						15086
(Address of principal executive offices)						(Zip Code)

(Registrant's telephone number, including area code): 412-359-2100

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.0001 per share

LMB

The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 ý 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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý 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. ¨

Indicated 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. ☐☒

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 ý

The aggregate market value of the common stock held by non-affiliates of the registrant, computed as of June 2830, ~~2024~~2025 (the last business day of the registrant’s most recently completed second fiscal quarter), was approximately $~~579~~1,523.05 million.

As of ~~March~~February 627, ~~2025~~2026, the number of shares outstanding of the registrant’s common stock was 11,~~353~~679,~~379~~391.

Documents Incorporated by Reference: Portions of the registrant’s definitive proxy statement relating to its ~~2025~~2026 Annual Meeting of Stockholders to be filed hereafter are incorporated by reference into Part III of this Annual Report on Form 10-K.

LIMBACH HOLDINGS, INC.

FORM 10-K

TABLE OF CONTENTS


Part I.

Item 1.	Business.	5
Item 1A.	Risk Factors.	11
Item 1B.	Unresolved Staff Comments.	28
Item 1C.	Cybersecurity
Item 2.	Properties.	28
Item 3.	Legal Proceedings.	28
Item 4.	Mine Safety Disclosures.	28
	Information About Our Executive Officers	28

Part II.

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	29
Item 6.	[Reserved]	29
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	29
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk.	50
Item 8.	Financial Statements and Supplementary Data.	51
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.	93
Item 9A.	Controls and Procedures.	93
Item 9B.	Other Information.	94
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	94

Part III.

Item 10.	Directors, Executive Officers and Corporate Governance.	95
Item 11.	Executive Compensation.	95
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	95
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	95
Item 14.	Principal Accountant Fees and Services.	95

Part IV.

Item 15.	Exhibits, Financial Statement Schedules.	96
Item 16.	Form 10-K Summary.	99

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, including all documents incorporated by reference, contains forward-looking statements regarding Limbach Holdings, Inc. (the “Company”, “Limbach”, “we” or “our”) and represents our expectations and beliefs concerning future events. These forward-looking statements are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties. The forward-looking statements included herein, or incorporated herein by reference, include or may include, but are not limited to, (and you should read carefully) statements that are predictive in nature, depend upon or refer to future events or conditions, or use or contain words, terms, phrases, or expressions such as “achieve,” “forecast,”

“plan,” “propose,” “strategy,” “envision,” “hope,” “will,” “continue,” “potential,” “expect,” “believe,” “anticipate,” “project,” “estimate,” “predict,” “intend,” “should,” “could,” “may,” “might,” or similar words, terms, phrases or expressions or the negative of any of these terms. Any statements in this Annual Report on Form 10-K that are not based upon historical fact are forward-looking statements and represent our best judgment as to what may occur in the future.

These forward-looking statements are based on information available as of the date of this Annual Report on Form 10-K and the Company managements' current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of the Company and its directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing the Company's views as of any subsequent date. The Company does not undertake any obligations to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, the Company's results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ are set forth under the heading “Risk Factor Summary” below and those described under Part I, Item 1A. “Risk Factors” in this Annual Report on Form 10-K.

RISK FACTOR SUMMARY

The Company's business involves significant risks and uncertainties that make an investment in it speculative and risky. The following is a summary list of the principal risk factors that could materially adversely affect the Company's business, financial condition, liquidity and results of operations. These are not the only risks and uncertainties the Company faces, and you should carefully review and consider the full discussion of the Company's risk factors in the section titled “Risk Factors”, together with the other information in this Annual Report on Form 10-K.

Risks Related to Our Business and Industry

•Intense competition onin our industry could reduce our market share and ~~profit~~profitability.

•If we do not effectively manage the size and cost of our operations, our ~~existing~~ infrastructure may become ~~either~~ strained or overly-burdened, and we may be unable to increase revenue growth.

•Failure to ~~achieve and~~ maintain a high ~~level~~quality of building systems solutions in our ODR segment could damage our reputation with customers and negatively impact our results.

•Our contract backlog is subject to ~~unexpected~~ adjustments, delays and cancellations and could be an uncertain indicator of our future earnings.

•~~Since~~A weU.S. ~~bear~~government ~~the~~shutdown ~~risk~~or ofdelays ~~cost overruns~~ in ~~most~~federal ofappropriations ~~our~~could ~~contracts,~~adversely weaffect ~~may~~our ~~experience~~business ~~reduced~~and ~~profits~~results ~~or,~~of ~~in some cases, losses, if costs increase above estimates~~operations.

•~~Our~~Because ~~failure~~we tobear ~~obtain~~the ~~new~~risk ~~agreements~~of ~~and~~cost ~~renew~~overruns ~~existing~~on ~~agreements~~many ~~could~~of ~~have~~our acontracts, ~~material~~we ~~adverse~~may ~~effect~~experience onreduced ~~our~~profitability ~~business,~~or ~~financial~~incur ~~condition~~losses ~~and~~if ~~results~~actual ofcosts ~~operations.~~exceed our estimates.

•~~Timing~~Our offailure ~~the~~to ~~award~~obtain ~~and~~new ~~performance~~customer ofagreements ~~new~~or ~~contracts~~renew ~~could~~existing ~~have~~agreements anat ~~adverse~~current ~~effect~~or onmore favorable terms could adversely affect our ~~operating~~business, ~~results~~financial condition and ~~cash~~results ~~flow~~of operations.

•The timing of the award, commencement and performance of contracts may cause variability in our operating results and cash flows.

•We may incur significant costs in performing our work in excess of the original project scope and contract amount without having an approved change order.

•~~Our~~We ~~failure~~may tobe ~~adequately~~unable to recover onadditional ~~claims~~claimed ~~brought~~costs byon ~~us against contractors~~projects, ~~project~~which ~~owners or other project participants for additional contract costs~~ could ~~have~~adversely aaffect ~~negative impact on~~ our ~~results~~profitability ~~of operations~~ and ~~financial condition,~~ liquidity ~~and on our credit facilities~~.

•We place significant decision -making powers with our business units’ management, which presents certain risks that may cause the operating results of individual branches to vary.

•Acquisitions, divestitures, and other strategic transactions ~~could~~may fail to achieve anticipated financial or strategic ~~objectives,~~benefits and could disrupt our ~~ongoing~~ business, and adversely ~~impact~~affect our results of operations.

•Our failure to successfully integrate acquired businesses could adversely affect our operating results and financial condition.

•Design/Build and Design/Assist contracts subject us to the risks of design errors and omissions.

•IfUnsatisfactory wesafety ~~experience~~performance ~~delays~~could subject us to penalties and/or ~~defaults~~litigation, inrestrict ~~customer~~our ~~payments~~ability to pursue certain projects, weincrease ~~could~~operating becosts, ~~unable~~and toadversely ~~recover~~affect ~~all~~our ~~expenditures~~employees’ morale and retention.

•~~Unsatisfactory~~Our ~~safety~~inability ~~performance~~to ~~may~~effectively ~~subject~~plan usfor toand ~~penalties,~~utilize ~~affect~~our ~~customer~~workforce ~~relationships,~~could ~~result~~adversely inaffect ~~higher~~our ~~operating~~customer ~~costs~~relationships, ~~negatively~~profitability ~~impact employee morale~~ and ~~result~~operating ~~in higher employee turnover~~results.

•Our business has union and open shop operations, subjecting the business to risk for labor disputes.

•Strikes or work stoppages could have a negative impact on our operations and results.

•Misconduct by our employees, subcontractors or partners, or our overall failure to comply with laws or regulations could harm our reputation, damage our relationships with customers, reduce our revenue and profits, and subject us to criminal and civil enforcement actions.

•~~Failure~~Our union and open shop operations subject us to ~~provide~~labor ~~our~~relations ~~services~~risks, inincluding ~~accordance~~potential ~~with~~disputes, ~~professional~~work ~~standards~~stoppages, orand ~~contractual~~challenges ~~requirements~~to our corporate structure, which could ~~expose~~adversely usaffect toour ~~significant~~business ~~monetary~~and ~~damages~~results of operations.

•Our ~~dependence~~failure onto ~~subcontracts~~effectively ~~and~~execute ~~suppliers of equipment and materials could increase~~ our ~~costs~~business ~~and~~strategy, ~~impair~~including our ~~ability~~increased tofocus ~~complete contracts~~ on aowner-direct ~~timely basis or at all~~relationships, ~~which~~could ~~would~~ adversely affect our ~~profits~~business and ~~cash~~results ~~flow~~of operations.

•AnMisconduct ~~increase~~by inour ~~the~~employees, ~~cost~~subcontractors or ~~the~~partners, ~~availability~~or ofour ~~materials~~overall ~~and~~failure ~~commodities~~to comply with laws or regulations could ~~affect~~harm our ~~profitability~~reputation, damage our relationships with customers, reduce our revenue and profits, and subject us to criminal and civil enforcement actions.

•~~Changes~~Failure into ~~energy~~perform ~~prices~~our ~~may~~services ~~increase~~in ~~our~~accordance ~~costs,~~with ~~and~~professional westandards ~~may~~or ~~not~~contractual berequirements ~~able~~could toexpose ~~pass~~us ~~along~~to ~~increased~~significant ~~energy~~liability ~~costs~~and toadversely affect our ~~customers~~business and results of operations.

•WeOur ~~may~~dependence beon ~~unable~~subcontractors toand ~~identify~~suppliers ~~and~~could ~~contract~~increase ~~with~~costs, ~~qualified~~disrupt ~~Disadvantaged~~project ~~Business~~execution, ~~Enterprises~~and ~~(“DBE”)~~adversely ~~contractors~~affect toour ~~perform~~profitability asand ~~subcontractors~~cash flows.

•~~Our~~Increases ~~participation~~ in ~~construction~~the ~~joint~~cost ~~ventures~~or ~~exposes~~reduced usavailability toof ~~liability~~materials, ~~and/~~equipment, commodities, or ~~harm~~energy due to ~~our~~inflation, ~~reputation~~tariffs, ~~for~~trade ~~failures~~policies, ofor geopolitical events could adversely affect our ~~partners~~profitability and operating results.

•AOur ~~significant~~inability ~~portion of our business depends on our ability~~ to ~~provide~~identify, ~~surety~~contract ~~bonds.~~with, ~~Any~~or ~~difficulties~~properly inutilize ~~the~~qualified ~~financial~~disadvantaged ~~and~~business ~~surety~~enterprise ~~markets~~(“DBE”) ~~may~~subcontractors ~~cause~~could aadversely ~~material~~affect ~~adverse effect on~~ our ~~bonding~~business ~~capacity~~ and ~~availability~~results of operations.

•Our ~~insurance~~participation ~~policies~~in ~~against~~construction ~~many~~joint ~~potential~~ventures ~~liabilities~~exposes ~~require~~us ~~high~~to ~~deductibles.~~liability ~~Additionally,~~and/or ~~difficulties~~harm into ~~the~~our ~~insurance~~reputation ~~markets~~for ~~may~~failures ~~adversely~~of ~~affect~~ our ~~ability~~partners and otherwise exposes us to ~~obtain~~risks ~~necessary~~related ~~insurance~~to the actions of those that we joint venture with.

•Our ~~use~~ability ofto ~~the~~obtain ~~cost-~~sufficient surety bonding is critical to~~-cost~~ ~~method~~our ofbusiness, ~~accounting~~and ~~could~~any ~~result~~reduction in abonding ~~reduction~~capacity or ~~reversal~~availability ofcould ~~previously~~adversely ~~recorded~~affect ~~revenue~~our oroperations ~~profits~~and results of operations.

•~~Earnings~~Our ~~for~~insurance ~~future~~coverage ~~periods~~ may be ~~impacted~~insufficient byto ~~impairment~~cover ~~charges~~all ~~for~~potential ~~goodwill~~liabilities, and ~~intangible~~adverse ~~assets~~conditions in the insurance markets could increase our costs or limit our ability to obtain required coverage.

•Our use of the cost-to-cost method of accounting requires significant estimates and judgments and may result in reductions or reversals of previously recognized revenue or profit.

•We may be required to record impairment charges related to goodwill or other intangible assets, which could adversely affect our results of operations.

•Contractual warranty obligations could adversely affect our profits and cash flow.

•~~Recent~~Adverse ~~and~~economic ~~potential~~conditions, ~~changes~~geopolitical ~~in U.S. trade policies~~instability, ~~including~~or ~~changes~~volatility toin ~~existing~~financial ~~trade~~markets ~~agreements~~could ~~and~~reduce ~~any~~demand ~~resulting~~for ~~changes~~our inservices ~~international trade relations,~~ and ~~retaliatory~~adversely ~~responses~~affect ~~from~~our ~~other~~business ~~countries~~and ~~may~~results ~~significantly increase the costs or limit supplies~~ of ~~raw materials and products used in our~~ operations.

•~~Rising~~Our ~~inflation~~indebtedness, including variable-rate borrowings and~~/or~~ ~~interest~~related ~~rates~~covenant restrictions, orcould ~~deterioration~~increase ofour ~~the~~interest ~~United~~expense, ~~States~~limit ~~economy~~our ~~could~~liquidity ~~have~~and afinancial ~~material~~flexibility, ~~adverse~~and ~~effect~~adversely onaffect our business, ~~financial condition~~ and results of operations.

•Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

•Failure to remain in compliance with covenants under our debt and credit agreements or service our indebtedness could adversely impact our business.

•We may not be able to generate sufficient cash flow to meet all of our existing or potential future debt service obligations.

•Our obligation to contribute to multiemployer pension plans could give rise to significant expenses and liabilities in the future.

•Increases in healthcare costs or changes in healthcare laws could increase our operating expenses and adversely affect our ~~business~~results of operations.

•Our business may be affected by the work environment in which we operate.

•A pandemic, epidemic or outbreak of an infectious disease, ~~such as the coronavirus (“COVID-19”),~~ in the markets in which we operate or that otherwise impacts our facilities or suppliers could adversely impact our business.

•~~Future~~Climate ~~climate~~ change, including physical risks and the transition to lower-emission building practices, could increase our costs, disrupt operations, and adversely affect usour financial results.

•WeChanging ~~may~~climate-related beregulations, ~~affected~~disclosure byrequirements, ~~market~~and orenvironmental, ~~regulatory~~social ~~responses~~and togovernance ~~climate~~expectations ~~change~~may increase compliance costs, ~~including~~create ~~potential~~regulatory ~~policy~~complexity, ~~shifts~~or ~~under~~adversely ~~the~~affect ~~current~~customer ~~presidential~~and ~~administration.~~investor perceptions.

•~~Increasing~~Information ~~scrutiny~~technology ~~and~~system ~~changing~~failures, ~~expectations~~cybersecurity ~~from~~incidents, ~~investors~~or ~~and~~data ~~customers~~privacy ~~with~~breaches ~~respect~~could todisrupt our ~~environmental,~~operations ~~social~~ and ~~governance~~adversely ~~(“ESG”)~~affect ~~practices~~our ~~may~~business, ~~impose~~results ~~additional~~of ~~costs~~operations, onand ~~us or expose us to reputational or other risks~~reputation.

•WeThe ~~are~~use ~~susceptible~~of toartificial ~~adverse~~intelligence ~~weather~~technologies ~~conditions~~by ~~and~~us ~~the~~or ~~increasing~~by ~~frequency~~our ~~and~~third-party ~~severity~~vendors ofmay ~~extreme~~create ~~weather~~operational, ~~events~~legal, ~~which~~regulatory, ~~may~~or ~~harm~~reputational ~~our business and financial results~~risks.

•Information technology system failures, network disruptions or cyber security breaches could adversely affect our business.

•Changes to our outsourced software or infrastructure vendors as well as any sudden loss, breach of security, disruption or unexpected data or vendor loss associated with our information technology systems could have a material adverse effect on our business.

•We have subsidiary operations throughout the United States and are exposed to multiple state and local regulations, as well as federal laws and requirements applicable to government contractors. Changes in laws, regulations or requirements, or a material failure of any of our subsidiaries or us to comply with any of them, could increase our costs and have other negative impacts on our business.

•As ~~Federal Government Contractors under applicable~~ federal ~~regulations~~government contractors, our subsidiaries are subject to a number of rules and regulations, and our contracts with government entities are subject to audit. ~~Violations~~Noncompliance ofwith ~~the~~ applicable ~~rules~~requirements ~~and regulations~~ could ~~result~~limit in a subsidiary’s ~~being~~ability ~~barred~~to ~~from~~obtain ~~future~~or perform government contracts.

•~~Past~~Changes ~~and~~in ~~future~~ environmental, safety, and health regulations or licensing requirements could ~~impose~~increase ~~significant~~our ~~additional~~compliance costs onor uslimit ~~that~~our ~~reduce~~ability ~~our~~to ~~profits~~perform certain work.

•Our failure to comply with immigration laws and labor regulations could affect our business.

•Tax matters, including changes in corporate tax laws and disagreements with taxing authorities, could impact our results of operations and financial condition.

Part I

Item 1. Business

Limbach Holdings, Inc. (the “Company,” “we” or “usour”), a Delaware corporation headquartered in Warrendale, Pennsylvania, is a building systems ~~solution~~solutions firm that ~~partners~~designs, ~~with~~delivers, ~~building owners~~ and ~~facilities~~maintains ~~managers with mission critical~~ mechanical (heating, ventilation, and air conditioning), electrical, ~~and~~ plumbing, ~~infrastructure.~~and ~~The~~controls ~~Company~~(“MEPC”) ~~strives to be an indispensable partner to its customers by providing services that are essential to the operation of their businesses~~systems. The Company ~~works~~partners with building owners ~~primarily~~and inoperators ~~six~~of ~~vertical~~mission-critical ~~markets:~~facilities across healthcare, industrial and manufacturing, data centers, life ~~science~~sciences, higher education, and cultural and entertainment markets. ~~The~~With ~~Company has~~ approximately 1,~~400~~500 team members inacross 2021 offices ~~across~~throughout the ~~eastern~~Eastern ~~United States~~ and ~~operates~~Midwestern ~~primarily in the eastern and midwest~~ regions of the United States., ~~The~~the Company’s ~~team~~strives ~~members~~to ~~uniquely~~be ~~combine~~an ~~engineering~~indispensable ~~expertise~~partner by combining its national capabilities with ~~field~~strong ~~installation~~local ~~skills~~execution and talent to ~~provide~~deliver ~~custom~~proactive, safe, and reliable solutions ~~that~~for ~~leverage~~complex ~~its~~facilities. ~~full~~Operating ~~life-cycle~~on ~~capabilities~~a connected platform, ~~which~~the ~~allows~~Company itintegrates engineering expertise with field execution to provide customized MEPC infrastructure solutions that address both ~~the~~ operational and capital ~~projects~~project needs, ofoptimizing ~~its~~performance, ~~customers~~enhancing reliability, and ensuring long-term safety.

~~2024~~2025 Highlights

In ~~2024~~2025, the Company:

•~~Generated~~Produced record annual revenue of $36646.8 million ofand ~~net~~a ~~cash~~record ~~provided~~annual bygross ~~operating~~profit ~~activities~~of $169.3 million.

•~~Expanded~~Increased its ~~consolidated~~revenue ~~gross~~generated ~~profit~~from ~~margins~~the ODR segment (as defined below) by ~~470~~40.6% ~~bps~~(versus to2024), 27achieving its previously announced 2025 ODR segment revenue target of 70% - 80% of total consolidated revenue at 75.81%.

•Increased ~~its~~diluted ~~revenue~~earnings ~~generated~~per ~~from~~share ~~the ODR segment (as defined below)~~ by 3125.97% (versus ~~2023~~2024), ~~achieving~~to ~~its 2024 ODR segment revenue target of 65%-70% of total consolidated revenue at 66~~$3.6%23.

•~~Increased~~Generated ~~diluted~~$45.7 ~~earnings~~million ~~per~~of ~~share~~net bycash ~~46%~~provided ~~(versus~~by ~~2023)~~operating ~~to $2~~activities.~~57.~~

•~~Produced~~Successfully ~~record~~completed ~~annual~~the ~~gross~~acquisition ~~profit~~of ~~and~~Pioneer ~~gross~~Power, ~~profit~~LLC ~~margins~~(“Pioneer Power”) (as described in more detail below).

•Successfully completed the acquisitions of Kent Island Mechanical, LLC (“Kent Island”) and Consolidated Mechanical, LLC (“Consolidated Mechanical”) (as described in more detail below).

Segments

The Company operates in two segments,; (i) Owner Direct Relationships (“ODR”), in which the Company performs owner direct projects and/or provides maintenance or service primarily on ~~mechanical,~~MEPC ~~plumbing or electrical~~ systems, ~~building controls~~ and specialty contracting projects to existing buildings direct to, or assigned by, building owners or ~~property managers~~operators, and (ii) General Contractor Relationships (“GCR”), in which the Company generally manages new construction or renovation projects that involve primarily ~~mechanical,~~MEPC ~~electrical,~~systems ~~and/or plumbing (“MEP”) services~~ awarded to the Company by general contractors or construction managers. The Company's work is primarily performed under fixed-price, modified fixed-price, and time and materials contracts over periods of typically less than two years.

ODR Segment. The Company’s key business initiative for its ODR segment is to position itself as a value-added, indispensable partner to building owners in mission-critical markets, providing full life- cycle capabilities from concept design and engineering through system commissioning and around-the-clock service and maintenance primarily to their existing buildings. The Company remains focused on the scalability of its organic business through partnering directly with building owners. The Company believes that its ~~ODR~~building ~~services~~owner ~~offerings~~relationships provide a distribution channel through which it can continue to deliver an expanded offering of value-added ~~services~~solutions direct to building owners that further reinforces its value proposition and differentiated capabilities. In addition, by establishing successful, long-term partnerships with building owners, the Company has positioned itself to provide reoccurring small project work, time and materials work and maintenance services, which it believes improves revenue predictability and could increase economic resilience. The Company provides its ODR ~~business~~solutions ~~services~~ through the following project delivery methodologies ~~and other service offerings~~:

•Integrated Facility Planning. The Company provides professional and consultative services to building owners, helping them proactively plan future investments, anticipate opportunities, and align facility needs with long-term business goals. These services include engineer-led facility assessments, identification and support of capital planning needs for new and existing facilities through the analysis of existing facility data, as well as program management support.

•~~Replacements~~Service & ~~Retrofit~~Maintenance. The Company provides ~~system~~comprehensive ~~and/or~~inspection, ~~facility~~troubleshooting, ~~assessments~~repair, and services to ~~determine~~ensure the ~~best~~safe, ~~solution~~efficient, ~~for~~and ~~the~~reliable ~~building~~operation ~~owner’s~~of ~~assets~~building systems. ~~Based~~Ongoing onmaintenance ~~the~~and ~~assessments~~operations ~~performed~~are essential for building functionality, ~~the~~safety, and energy efficiency. The Company’s ~~tailors~~skilled ~~MEP~~technicians ~~equipment~~specialize ~~upgrades~~in ~~for~~servicing ~~its~~all ~~customers’~~critical ~~system~~building ~~and/or~~systems, ~~facility.~~addressing ~~Examples~~root causes of ~~MEP~~issues, ~~equipment~~and ~~upgrades~~delivering ~~and~~tailored ~~products~~maintenance ~~include~~solutions ~~providing~~through ~~installed~~“evergreen” contracts. The Company’s predictive maintenance solutions include:

equipment solutions, equipment retrofitting/restoration, off-site equipment skids, temporary equipment fixes and comprehensive system replacements.

•Rental Equipment. The Company provides turnkey rental equipment solutions to support building owners during planned replacements, emergency repairs, and construction outages. These services go beyond simply supplying temporary equipment, they include system design, ensuring existing system compatibility, managing all necessary connections, as well as overseeing installation, maintenance, and removal.

•Maintenance and Repairs. The Company provides comprehensive inspection, troubleshooting, repair, and services to ensure the safe, efficient, and reliable operation of building systems. Ongoing maintenance and operations are essential for building functionality, safety, and energy efficiency. The Company’s skilled technicians specialize in servicing all critical building systems, addressing root causes of issues, and delivering tailored maintenance solutions through “evergreen” contracts. The Company’s predictive maintenance solutions include:

•24/7 emergency service and repairs;

•on-site asset valuation;

•engineer-led assessments;

•staff augmentation;

•proactive preventative maintenance;

•building automation consultation;

•hydro-jetting; and

•facility team training.

•~~Energy~~Replacements ~~Efficiency~~& ~~Solutions~~Retrofit. The Company provides ~~customized~~system ~~solutions~~and/or tofacility ~~help~~assessments ~~building~~to ~~owners~~determine ~~achieve~~the ~~energy~~best ~~goals,~~solution ~~secure~~for ~~funding,~~the ~~reduce~~building ~~operating~~owner’s ~~costs, and maintain energy-efficient facilities~~assets. ByBased ~~enhancing~~on ~~visibility~~the ~~into~~assessments ~~facility and asset performance~~performed, the Company ~~delivers~~tailors ~~significant~~MEPC ~~energy~~systems ~~savings.~~upgrades ~~The~~for ~~Company~~its customers’s ~~tailored~~system ~~approach~~and/or ~~includes~~facility. ~~sourcing~~Examples ~~funding~~of ~~through~~MEPC ~~energy~~systems ~~rebates~~equipment upgrades and ~~incentives,~~products ~~energy~~include ~~engineer-led~~providing ~~facility~~installed ~~assessments~~equipment ~~and~~solutions, ~~benchmarking~~equipment retrofitting/restoration, ~~energy~~off-~~efficient~~site equipment ~~upgrades~~skids, ~~and~~temporary ~~optimizing~~equipment fixes and ~~maintaining~~comprehensive ~~building~~system ~~systems~~replacements.

•~~Decarbonization~~Rental ~~Roadmaps~~Equipment. The Company provides ~~customized~~turnkey ~~strategies~~rental equipment solutions to ~~help~~support building owners ~~achieve~~during ~~their~~planned ~~carbon~~replacements, ~~reduction~~emergency ~~goals~~repairs, inand aconstruction ~~cost-effective manner~~outages. ~~Through~~These ~~consulting~~services ~~and~~go ~~energy~~beyond ~~engineer-led~~simply ~~assessments~~supplying temporary equipment, itthey ~~develops~~include ~~tailored~~system ~~solutions~~design, ~~and~~ensuring ~~long-term~~existing ~~roadmaps~~system ~~focused~~compatibility, onmanaging ~~reducing~~all ~~carbon~~necessary ~~emissions~~connections, ~~while~~as ~~optimizing~~well ~~energy~~as ~~efficiency~~overseeing ~~and~~installation, ~~system~~maintenance, ~~performance~~and removal.

~~Due~~•MEPC toInfrastructure ~~the~~Upgrades. The Company’s ~~ongoing~~provides ~~relationships~~comprehensive ~~with~~MEPC ~~certain~~infrastructure ~~building~~solutions, ~~owners~~leveraging ~~established~~over ~~through~~a ~~certain~~century of ~~its~~building ~~service~~systems ~~offerings,~~construction ~~the~~experience ~~Company~~to ~~believes~~support itcustomers’ isfacility ~~well~~planning, ~~positioned~~design, ~~with~~and ~~those owners when they initiate capital~~ construction ~~projects~~needs. AsThe aCompany ~~result,~~partners ~~the ongoing relationship~~ with ~~the~~customers ~~customer,~~to ~~along~~develop ~~with~~tailored ~~the~~long-term ~~maintenance~~solutions, ~~time-and-materials,~~serving ~~building~~as ~~automation~~a ~~upgrades,~~single-source ~~critical~~prime ~~system~~contractor ~~repair~~to ~~work,~~execute ~~and~~projects ~~data~~that ~~driven~~align ~~insights~~with ~~often~~customer ~~lead,~~goals ~~drive~~ and ~~support~~performance ~~the revenue associated with owner direct projects~~expectations.

~~GCR~~•Energy ~~Segment~~Efficiency & Decarbonization. The Company provides ~~its~~customized ~~GCR~~solutions ~~segment~~to ~~services~~help ~~through~~building owners achieve energy and carbon reduction goals, secure funding, reduce operating costs, and maintain energy-efficient facilities. By enhancing visibility into facility and asset performance, the ~~following~~Company ~~project~~can ~~delivery~~deliver ~~methodologies:~~significant energy savings in a cost-effective manner. Additionally, through consulting and energy engineer-led assessments, it develops tailored solutions and long-term roadmaps focused on reducing carbon emissions while optimizing energy efficiency and system performance. The Company’s tailored approach includes sourcing funding through energy rebates and incentives, energy engineer-led facility assessments and benchmarking, energy-efficient equipment upgrades, and optimizing and maintaining building systems.

Due to the Company’s ongoing relationships with certain building owners, the Company believes it is well positioned with those owners when they initiate capital infrastructure projects. As a result, the ongoing relationship with the customer, along with the maintenance, time and materials, building automation upgrades, critical system repair work, and data driven insights often lead, drive and support the revenue associated with owner direct projects.

ODR revenue for the year ended December 31, 2025 increased by $140.2 million, or 40.6%, to $485.7 million, compared to $345.5 million for the year ended December 31, 2024. This increase was driven by the Company’s continued focus on accelerating growth within its ODR business, as well as incremental revenue contributions from the Pioneer Power, Consolidated Mechanical, LLC (“Consolidated Mechanical”) and Kent Island Mechanical, LLC (“Kent Island”) acquisitions. These acquisitions contributed approximately $81.4 million of the ODR revenue increase during 2025. The remaining increase of $58.8 million reflects organic growth driven by higher project volume within the Company’s ODR segment.

ODR gross profit for the year ended December 31, 2025 increased $22.1 million, or 20.5%, primarily due to an increase in revenue, despite lower segment gross margins of 26.7% versus 31.2% year-over-year. The decrease in ODR gross margin was primarily attributable to the impact of certain acquisitions, which operate at lower gross margin profiles relative to the Company’s organic ODR operations, as well as ODR-related project write-ups recognized in 2024 that did not recur in the current year. Management continues to integrate these acquired operations into the Company’s broader operating model with the objective of improving profitability over time.

GCR Segment. The Company provides its GCR services through the following project delivery methodologies:

• Plan & Spec Bidding. Plan & Spec bidding is a competitive bid process among multiple contractors bidding on nearly or fully complete design documents based on a lump sum price for delivery of the project. The Company believes price is the predominant selection criteria in this process.

• Design/Build or Design/Assist. Design/Build or Design/Assist is a process in which a specialty contractor is selected among competing contractors using best value methodology. In best value, the Company believes the selection is made primarily upon qualifications and project approach, and secondarily upon select cost factors. Cost factors are usually limited to a fixed fee, expense estimate and an estimate of the cost of work. With Design/Assist, the specialty contractor is typically contracted early in the design process to provide design and preconstruction input as needed to assist the customer in maintaining the established budget and completing design and drawings. This delivery option includes lump-sum or guaranteed maximum price on a fixed fee basis.

GCR revenue for the year ended December 31, 2025 decreased by $12.2 million, or 7.0%, to $161.1 million, compared to $173.3 million for the year ended December 31, 2024. The decrease in year-over-year GCR revenue was primarily attributable to the Company’s continued execution of its strategic mix-shift toward ODR work, which resulted in lower GCR organic revenue of $39.9 million. This decline was partially offset by an incremental increase in GCR acquisition-related revenue of approximately $27.7 million from the Pioneer Power, Consolidated Mechanical and Kent Island acquisitions during 2025.

GCR gross profit increased $2.9 million, or 8.0%, driven by higher segment gross margins of 24.5% compared to 21.1% year-over-year, despite lower GCR segment revenue. The increase in GCR gross margin reflects the Company’s continued selectivity in pursuing GCR projects.

For additional financial information about the Company’s operating segments, see Note 12 – Operating Segments in the accompanying notes to the Company’s consolidated financial statements.

Strategy

The Company focuses on creating value for building owners by developing long-term relationships and becoming an indispensable partner to building owners with mission-critical systems. As part of its strategy, the Company utilizes a three pillar approach to scale its business; 1) to improve profitability and generate quality growth in its operations by shifting to the ODR segment; 2) to expand margins through evolved offerings, and 3) to scale the business through acquisitions. To accomplish these objectives, the Company currently is executing the following initiatives:

~~ODR~~The ~~Growth.~~Company’s Instrategy ~~focusing~~sits on ~~improved~~the ~~profitability~~foundation ~~and~~of ~~generating~~having ~~quality~~great ~~growth~~people inwho ~~its~~deliver ~~operations~~a safe, ~~the~~quality-driven ~~Company~~customer ~~has~~solution. ~~dedicated~~We ~~and~~seek ~~continues~~ to ~~dedicate~~attract ~~its~~and ~~resources~~retain ~~toward~~quality ~~the~~team ~~growth~~members ofby ~~its~~providing ~~ODR~~them ~~segment~~with asan ~~the~~enhanced ~~scope~~career ofpath ~~offerings~~that ~~provided~~offers ~~within~~a ~~the~~stable ~~Company’s~~income, ~~ODR~~attractive ~~segment~~benefits ~~typically~~packages ~~yield~~and ~~higher~~excellent ~~margins~~advancement ~~when compared to its GCR segment~~opportunities. ~~During~~The ~~fiscal year 2023, the~~ Company ~~eclipsed~~invests in its ~~ODR-related~~team ~~revenue~~members ~~target,~~through ~~generating~~safety aand ~~50/50~~wellness ~~segment~~programs, ~~revenue~~robust ~~mix.~~internal ~~For fiscal year 2024~~communication, ~~the~~career ~~Company~~development ~~further~~and ~~expanded~~training ~~its~~programs, ~~growth~~recognition ~~within~~programs ~~the~~and ~~ODR~~succession ~~segment~~planning ~~where it generated 66~~initiatives.6% The ofcompany ~~its~~seeks ~~total~~to ~~consolidated~~maintain ~~revenue,~~a ~~achieving~~diversified ~~its~~customer ~~2024~~and ~~ODR~~geographic ~~segment revenue target of 65%-70%~~base. The Company ~~believes~~has ~~it maintains~~ a ~~disciplined~~diversified ~~approach,~~revenue ~~capable~~mix ofacross ~~providing a full life~~end-~~cycle~~use ofsectors ~~engineered~~that ~~solutions~~it ~~and~~believes ~~craft~~reduces ~~expertise~~its ~~enabling~~exposure it to benegative adevelopments ~~one-stop-shop~~in ~~for~~any ~~building~~given ~~owners~~sector. The Company ~~continues~~also tohas ~~make~~significant ~~investments~~geographical todiversification ~~expand~~across ~~its~~regions ~~ODR~~that ~~revenue~~are byprimarily ~~increasing~~located in the ~~value~~Eastern ~~it can offer to building owners~~ and ~~continues~~Midwestern toregions ~~evaluate~~of ~~areas in which it could expand~~ the ~~breadth~~United ~~of its offerings to better serve its customers. In addition~~States, ~~the~~again ~~Company~~reducing ~~continues to expand~~ its ~~owner-direct~~exposure ~~offerings~~ to ~~include~~negative ~~other~~developments ~~digital~~in ~~solutions~~any tosingle ~~manage~~given ~~and monitor the performance of building systems, including data analytics, energy consumption and sustainability~~region. ~~These~~The ~~services allow the~~ Company’s tocore ~~develop~~market ~~new~~sectors ~~revenue~~consist ~~streams,~~of ~~leveraging~~the ~~its~~following ~~professional~~customer ~~services~~base ~~capabilities~~with ~~to support multi~~mission-~~location~~critical ~~regional and national customers in core end-markets, and to drive energy retrofit and performance optimization projects for building owners.~~systems:

The Company’s ODR revenue increased by 31.9% to $345.5 million for the year ended December 31, 2024 as compared to $262.0 million for the year ended December 31, 2023. The increase in year-over-year ODR segment revenue was primarily due to the Company's continued focus on the accelerated growth of its ODR business. In addition, ODR segment revenue increased in the aggregate by approximately $31.5 million due to the ACME Industrial Piping, LLC (“ACME”) and Industrial Air, LLC (“Industrial Air”) transactions. These entities were not acquired entities of the Company for the full year ending December 31, 2023. ODR gross profit increased $31.7 million, or 41.6%, due to the combination of an increase in revenue, higher margins driven by contract mix and as a result of the ACME and Industrial Air transactions. ODR gross profit percentage increased to 31.2% for the year ended December 31, 2024 from 29.0% for the year ended December 31, 2023, mainly driven by the mix of higher margin ODR segment work and net material gross profit write-ups.

Improved GCR Segment Margins. In the GCR segment, the Company’s efforts continue to focus on improving project execution and profitability by pursuing opportunities that are smaller in size and shorter in duration than the opportunities historically and where it can leverage its captive design and engineering services. The Company believes that it is appropriate in the current contracting environment to reduce risk and exposure to large, complex, non-owner direct projects where the trend has been for such jobs to provide risks that are difficult to mitigate. Currently, management believes the historical industry pricing and associated risks for this type of work does not align with the Company’s stakeholders’ expectations, and therefore, the Company continues to take steps to actively reduce these risks as it looks at future project selection and as it completes current projects.

The Company’s GCR revenue decreased by 31.9% to $173.3 million for the year ended December 31, 2024 as compared to $254.4 million for the year ended December 31, 2023. The decrease in GCR revenue was primarily due to the Company’s continued focus on the execution of its mix-shift strategy to ODR. GCR gross profit decreased $6.7 million, or 15.5%, primarily due to lower revenue despite higher margins. Gross profit improved to 21.1% for the year ended December 31, 2024 from 17.0% for the year ended December 31, 2023 primarily due to the Company becoming more selective when pursuing GCR projects.

Maintain a Diverse Customer, Geographic and Project Base. The Company has a distribution of revenue across end-use sectors that it believes reduces its exposure to negative developments in any given sector. Currently, the Company also has significant geographical diversification across regions that are generally located in the eastern parts of the United States, again reducing its exposure to negative developments in any single given region. The Company’s core market sectors consist of the following customer base with mission-critical systems:

•Healthcare, including research, acute care and inpatient hospitals for regional and national hospital groups;

•Industrial and manufacturing, including automotive, energy and general manufacturing plants;

•Data centers, including facilities composed of networked computers, storage systems and computing infrastructure that organizations use to assemble, process, store and disseminate large amounts of data;

8•Life sciences, including organizations and companies whose work is centered around research and development focused on living organisms and biological systems;

•Life sciences, including organizations and companies whose work is centered around research and development focused on living things;

•Higher education, including both public and private colleges, universities and research centers; and

•Cultural and entertainment, including entertainment facilities (including casinos) and amusement rides and parks.

The Company also partners with building owners across other market sectors and believes that it is imperative that the partnerships formed between the Company and its building owners ~~share~~are ~~similar~~aligned ~~core~~on ~~values~~safety, quality and performance expectations.

~~Investment in Its Team Members. Employee development underpins the Company’s efforts to execute its strategy.~~ The Company ~~continues~~employs toa ~~actively~~three-pillar ~~concentrate~~approach ~~managerial and sales resources on training and hiring experienced team members~~ to ~~sell~~scale ~~and profitably perform ODR-related services. In many locations, the Company has added or upgraded~~ its ~~capabilities~~business: ~~and~~(i) ~~the~~improve ~~Company~~profitability ~~believes its investments~~ and ~~efforts~~drive ~~have~~quality ~~provided~~organic ~~customer~~revenue ~~value and stimulated~~ growth; ~~within~~(ii) ~~the~~expand ~~segment.~~margins ~~The~~through ~~Company~~enhanced ~~seeks to attract~~ and ~~retain~~expanded ~~quality~~customer ~~team~~solutions; ~~members by providing them an enhanced career path that offers a stable income, attractive benefits packages~~ and ~~excellent~~(iii) ~~advancement~~scale ~~opportunities. The Company invests in its team members~~ through ~~safety~~acquisitions. ~~and~~To ~~wellness~~accomplish ~~programs,~~these ~~robust internal communication~~objectives, ~~career~~the ~~development~~Company ~~and~~currently ~~training~~is ~~programs,~~executing ~~recognition~~the ~~programs~~following ~~and succession planning~~ initiatives.:

~~Margin~~Pillar Expansion Through Evolved Offerings. The Company continues to focus on expanding its margins by evolving and enhancing its current offerings to building owners. This initiative reflects its commitment to driving sustainable growth, increasing operational efficiency and delivering greater value to its stakeholders. This evolution is designed to align more closely with current market demands, emerging customer preferences and operational efficiencies, which together contribute to margin expansion. The Company aims to differentiate itself from its competitors by being a one-stop-shop for building owners, capable of providing a full life-cycle of engineered solutions and craft expertise. By meeting diverse customer needs under one roof, the Company deepens customer loyalty. The Company believes that building owners value the convenience and reliability of a single point of contact, which fosters long-term partnerships and reoccurring business and may open doors to larger capital projects. In addition, by evolving its offerings, the Company is able to capture a greater share of the value chain. I

Growth Through Acquisitions. The Company believes that it can further increase its cash flow and operating income by acquiring strategically synergistic companies that will increase the Company’s geographic footprint, supplement the Company’s current business model, address capability gaps and enhance the breadth of its offerings to better serve its customers. The Company has dedicated and continues to dedicate its resources to seek opportunities to acquire and integrate businesses that have attractive market positions, supports the Company’s ODR growth strategy, expands and/or supplements the Company’s current breadth of offerings and is culturally compatible. See Note 3 – Acquisitions in the accompanying notes to the Company’s consolidated financial statements for further information on the Company’s most recent acquisition activity.7

Organic ODR Growth. In focusing on improved profitability and sustainable, quality growth, the Company has dedicated its resources toward the organic growth of its ODR segment, as the scope of services provided within this segment typically yields higher margins compared to its GCR segment. For fiscal year 2025, the Company further expanded its growth within the ODR segment where it generated 75.1% of its total consolidated revenue, achieving its 2025 ODR segment revenue target of 70% - 80%. Going forward, the Company believes its disciplined, owner-focused operating model, supported by a full life cycle of engineered solutions and craft expertise, positions it as a long-term partner to building owners with mission-critical systems.

Improved GCR Segment Margins. In the Company’s GCR segment, the Company has been able to improve GCR segment margins by focusing on improving project execution and profitability by pursuing opportunities that are smaller in size and shorter in duration and where it can leverage its captive design and engineering services. The Company believes that it is appropriate to reduce risk and exposure to large, complex, non-owner direct projects where such projects have historically presented risks that can be difficult to mitigate and it does not align with the Company’s risk-adjusted return expectations. Going forward, the Company believes it has reached a level in which the GCR segment stabilizes as a result of its disciplined focus on smaller, shorter-duration projects that are expected to contribute more consistent gross margins.

National Customer Solutions. The Company continues to advance its national customer strategy through a dedicated professional services team that provides owner advisory, construction program management and related support services for customers with complex, mission-critical building systems and infrastructure needs. These services include capital planning to assist customers in planning, prioritizing and executing both the design and construction of capital initiatives and infrastructure projects, while enabling coordinated delivery, standardized workflows and consistent execution across the Company’s operating footprint. The National Customer Solutions team is focused on enhancing alignment between local and national teams, allowing the Company to deliver a more integrated and consistent customer experience across geographies. Through this approach, the Company seeks to deepen customer relationships and increase the value delivered to its customers. The Company expects to continue driving revenue and margin expansion through its national healthcare customer relationships, while further expanding dedicated national teams to grow its presence in its data center and industrial and manufacturing market verticals.

Sales Enablement. To support organic revenue growth, the Company continues to invest in sales enablement initiatives. These efforts include the continued development of centralized functions, tools and processes intended to support sellers across operating locations, enhance coordination between local and national sales efforts, and improve visibility into customer opportunities and pipeline activity. By equipping sales teams with shared resources, training and standardized workflows, the Company seeks to drive more disciplined opportunity management, support cross-selling of services and solutions, and enable a more seamless customer experience across its geographic footprint. Management believes these sales enablement initiatives strengthen execution, enhance productivity and support scalable, margin-accretive growth over the long term as the business continues to expand.

Pillar II

Margin Expansion Through Evolved Solutions. The Company continues to focus on expanding its margins by enhancing and expanding its solutions to building owners. This initiative reflects the Company’s commitment to driving sustainable growth, increasing operational efficiency and delivering greater value to its stakeholders. This evolution is intended to align more closely with current market demands, emerging customer preferences and operational efficiencies, which together contribute to margin expansion. The Company aims to differentiate itself from its competitors by being a single-source provider for building owners, capable of providing a full life cycle of engineered solutions and craft expertise. By meeting diverse customer needs under one roof, the Company deepens customer loyalty. The Company believes that building owners value the convenience and reliability of a single point of contact, which fosters long-term partnerships, reoccurring business and may open doors to larger capital projects and being able to capture a greater share of the overall value chain. The Company continues to expand its owner-direct offerings which include integrated facility planning, service and maintenance, equipment replacement and retrofits, rental equipment, MEPC infrastructure upgrades, and energy efficiency and decarbonization analysis and projects. These capabilities enable the Company to leverage its professional services platform to support multi-location regional and national customers. Additionally, the Company continues to evaluate opportunities to broaden and enhance its customer solutions to address evolving customer needs.

Pillar III

Growth Through Acquisitions. As the Company’s business generates increasing cash flow and earnings, management believes it is well-positioned to pursue targeted acquisitions as a strategic capital investment. The Company continues to build the internal capabilities, processes and leadership capacity necessary to evaluate, execute and integrate acquisitions on a disciplined and repeatable basis, while seeking to leverage existing systems, national and geographic presence and operational investments to their maximum potential over time. The Company remains focused on disciplined capital deployment and cultural alignment to

ensure acquisitions contribute to long-term value creation. See Note 3 – Acquisitions in the accompanying notes to the Company’s consolidated financial statements for further information on the Company’s most recent acquisition activity.

Acquisitions

The ~~Kent~~Pioneer ~~Island~~Power Transaction. On ~~September~~July 31, ~~2024~~2025 (the “~~Kent~~Pioneer ~~Island~~Power Effective Date”), Limbach Facility Services LLC (“LFS”), a Delaware limited liability company and wholly-owned subsidiary of the Company, ~~Kent Island,~~ and the ~~owner~~former owners of ~~Kent~~Pioneer ~~Island~~Power (the “~~Kent~~Pioneer ~~Island~~Power Seller”) entered into a Purchase Agreement (the “~~Kent~~Pioneer ~~Island~~Power Purchase Agreement”) pursuant to which LFS purchased all of the outstanding equity interests in ~~Kent~~Pioneer ~~Island~~Power from the ~~Kent~~Pioneer ~~Island~~Power Seller (the “~~Kent~~Pioneer ~~Island~~Power Transaction”). Prior to the acquisition, Pioneer Power was 100% owned through an employee stock ownership plan. The ~~Kent~~Pioneer ~~Island~~Power Transaction closed on the ~~Kent~~Pioneer ~~Island~~Power Effective Date. As a result of the ~~Kent~~Pioneer ~~Island~~Power Transaction, ~~Kent~~Pioneer ~~Island~~Power became a wholly-owned indirect subsidiary of the Company. ~~Kent~~Pioneer ~~Island~~Power is a ~~leading~~ provider of ~~building~~industrial ~~systems~~and ~~solutions~~institutional inmechanical ~~the~~solutions ~~Greater~~serving ~~Washington~~healthcare, DCfood, ~~metro area~~power/utility, ~~including~~oil ~~suburban~~refining ~~Maryland~~ and ~~Northern~~other ~~Virginia.~~select ~~Kent~~markets ~~Island excels~~ in ~~designing,~~the ~~engineering,~~greater ~~installing,~~Twin ~~servicing,~~Cities ~~and~~region ~~maintaining~~of ~~mechanical~~Minnesota and ~~plumbing~~upper ~~systems~~Midwest ~~for complex facilities~~region. The acquisition further expands the Company’s ~~market~~footprint ~~share~~in ~~within~~the ~~its~~core ~~existing~~Midwest ~~operating~~and ~~footprint,~~extends ~~provides~~its ~~further~~reach ~~exposure~~into tonew angeographic ~~attractive~~markets ~~customer~~in ~~base and supports~~ the ~~Company's~~upper ~~continued~~Midwest ~~ODR growth strategy~~regions.

~~The~~See ~~Consolidated~~Note ~~Mechanical~~3 ~~Transaction.~~– OnAcquisitions December 2, 2024 (the “Consolidated Mechanical Effective Date”), LFS, Consolidated Mechanical, and the owner of Consolidated Mechanical (the “Consolidated Mechanical Seller”) entered into a Purchase Agreement (the “Consolidated Mechanical Purchase Agreement”) pursuant to which LFS purchased all of the outstanding equity interests in ~~Consolidated Mechanical from~~ the ~~Consolidated~~accompanying ~~Mechanical~~notes Seller (the “Consolidated Mechanical Transaction”). The Consolidated Mechanical Transaction closed on the Consolidated Mechanical Effective Date. As a result of the Consolidated Mechanical Transaction, Consolidated Mechanical became a wholly-owned indirect subsidiary of the Company. Consolidated Mechanical serves the heavy industrial, power and commercial markets. Consolidated Mechanical is a premier provider of mechanical, millwright, steel fabrication, plumbing construction, maintenance, and outage services to ~~owners of complex process systems in~~ the ~~industrial sector. The acquisition extends the~~ Company’s ~~reach~~consolidated ~~into~~financial ~~the~~statements ~~industrial~~for ~~sector,~~further ~~with~~information ~~new~~on ~~exposure to~~ the ~~power~~Pioneer ~~generation,~~Power ~~food processing, manufacturing, and metal markets in Kentucky, Illinois and Michigan~~Transaction.

See Note 3 – Acquisitions in the accompanying notes to the Company’s consolidated financial statements for further information on the Kent Island and the Consolidated Mechanical transactions.

Customers

The Company’s customer base primarily consists of building owners and their third-party representatives, as well as general contractors and construction managers. AsA ~~stated~~key ~~previously,~~element ~~one~~ of the Company’s ~~strategic~~strategy ~~goals~~is ~~relate~~ to ~~the~~continue ~~continued~~growing ~~focus on the growth of~~ its direct relationships with building owners. The Company believes ~~that~~ its ~~ODR~~relationships ~~service~~with ~~offerings~~building owners provide aan ~~distribution~~effective channel ~~through which it can continue~~ to deliver an expanded ~~offering~~suite of value-added services ~~direct~~directly to building owners, ~~that~~reinforcing ~~further reinforces~~ its value proposition and differentiated capabilities. The Company’s team members ~~uniquely~~ combine engineering expertise with field installation ~~skills~~capabilities to provide custom solutions that leverage ~~its~~the Company’s full life- cycle ~~capabilities~~service platform, ~~which~~enabling ~~allows~~ it to address both ~~the~~customers’ ongoing operational needs and capital ~~projects~~project ~~needs of its customers~~requirements. This ~~also~~ positions the Company to ~~deliver~~provide additional products and services inover ~~the future~~time. The Company maintains hundreds of building owner relationships through its contracts for program management, maintenance and critical system repairs. For the years ended December 31, 2024, 2023 and 2022, no ODR customer accounted for more than 10% of the Company’s consolidated revenue.

The Company ~~believes~~maintains ithundreds ~~has strong relationships with many national commercial general contractors and construction managers. As one~~ of ~~its~~building ~~core~~owner ~~risk~~relationships ~~management~~through ~~processes,~~contracts ~~the~~for ~~Company~~program ~~is selective in choosing to work with general contractors and construction managers that have similar core values, that have a solid payment history, that have experienced and available project~~ management ~~labor~~, ~~and~~maintenance ~~that value the Company’s services~~ and ~~reputation.~~system ~~Most of the Company’s branches also maintain strong relationships with local and regional general contractors and construction managers that fit its selection criteria~~repairs. For the years ended December 31, 2025, 2024 and 2023, no ~~GCR~~customer ~~segment~~in ~~customer~~the ODR segment accounted for more than 10% of the Company’s consolidated revenue. ~~For the year ended December 31, 2022, one GCR segment customer accounted for approximately 11% of consolidated total revenue.~~

The Company believes it has strong relationships with many national commercial general contractors and construction managers. As part of its risk management practices, the Company is selective in choosing to work with general contractors and construction managers that align with the Company’s operating standards, have a history of timely payment, maintain experienced and available project management resources, and value the Company’s services and reputation. The Company’s branches also maintain relationships with local and regional general contractors and construction managers that meet these criteria. For the years ended December 31, 2025, 2024 and 2023, no customer in the GCR segment accounted for more than 10% of the Company’s consolidated revenue.

ODR and GCR Backlog

The Company’s ~~refers to its estimated~~ revenue onis ~~uncompleted~~primarily ~~contracts,~~derived ~~including~~from ~~the~~construction-type ~~amount~~and ofservices ~~revenue on~~ contracts ~~for~~to ~~which~~deliver ~~work~~MEPC ~~has~~systems ~~not~~services ~~begun,~~to ~~less~~its ~~the revenue it had recognized under such contracts, as “backlog~~customers.” ~~Backlog~~Such ~~includes~~work ~~unexercised~~is ~~contract~~primarily ~~options.~~performed ~~The~~under ~~Company’s backlog includes projects that have a written award~~fixed-price, amodified ~~letter of intent~~fixed-price, ~~a notice to proceed or an agreed upon work order to perform work on mutually accepted terms~~ and ~~conditions.~~time ~~Additionally, the difference between the Company’s backlog~~ and ~~remaining~~materials ~~performance~~contracts ~~obligations~~over isperiods ~~due to the portion~~ of ~~unexercised~~typically ~~contract~~less ~~options~~than ~~that~~two ~~are~~years. ~~excluded,~~Construction-type ~~under certain~~ contract ~~types,~~revenue ~~from~~is ~~the~~primarily ~~Company’s~~derived ~~remaining~~from ~~performance~~fixed-price ~~obligations~~and asmodified ~~these~~fixed-price contracts ~~can be canceled for convenience at any time by the Company or the customer without considerable cost incurred by the customer~~. InWith ~~addition~~respect to ~~backlog,~~service ~~the Company has a substantial amount of~~ contracts, ~~with short lead times that book-and-bill within~~ the ~~same reporting period and are not included in backlog. Additional information related to the~~ Company’s ~~remaining~~service ~~performance~~arrangements ~~obligations~~generally isinclude ~~provided~~(i) infixed-price ~~Note~~service ~~4 — Revenue~~contracts, ~~from~~typically ~~Contracts~~for ~~with~~maintenance, ~~Customers~~repair inand ~~the~~retrofit ~~accompanying~~work ~~notes~~over toa ~~its~~period, ~~consolidated~~commonly ~~financial~~one ~~statements.~~year, ~~See~~and ~~also~~(ii) ~~Item 1A.~~time ~~“Risk~~and ~~Factors — Our~~materials ~~contract~~or ~~backlog~~similar isservice ~~subject~~work toperformed ~~unexpected~~on ~~adjustments and cancellations and could be~~ an ~~uncertain~~as-needed ~~indicator of our future earnings~~basis.”

The Company’s ~~ODR~~refers ~~backlog~~to ~~was~~its ~~$225.3~~estimated ~~million~~revenue ~~and~~on ~~$147.0~~uncompleted ~~million~~contracts, asincluding the amount of ~~December 31~~revenue on contracts for which work has not begun, ~~2024~~less ~~and~~the ~~2023~~revenue it had recognized under such contracts, ~~respectively~~as “backlog.” ~~These~~Backlog ~~amounts~~includes ~~reflect~~unexercised ~~unrecognized~~contract ~~revenue~~options. ~~expected~~The Company’s backlog includes projects that have a written award, a letter of intent, a notice to beproceed ~~recognized~~or ~~over~~an agreed-upon work order to perform work on mutually accepted terms and conditions. Additionally, the difference between the Company’s backlog and remaining ~~terms~~performance obligations is due to the portion of unexercised contract options that are excluded, under certain contract types, from the Company’s ~~service~~remaining performance obligations as these contracts ~~and~~can ~~projects~~be canceled for convenience at any time by the Company or the customer without considerable cost incurred by the customer. ~~Based~~In onaddition ~~historical~~to ~~trends~~backlog, the Company ~~estimates~~has ~~that 86%~~a substantial amount of ~~its~~contracts ~~ODR~~with ~~backlog~~short aslead oftimes ~~December 31,~~that ~~2024~~book-and-bill ~~will~~within bethe ~~recognized~~same asreporting ~~revenue~~period ~~during~~and ~~2025~~are not included in backlog. ~~The~~Additional information related to the Company’s ~~believes~~remaining ~~its~~performance ~~ODR~~obligations ~~backlog~~is ~~increased~~provided ~~due~~in toNote ~~its~~4 — Revenue ~~continued~~from ~~focus~~Contracts onwith Customers in the ~~accelerated~~accompanying ~~growth~~notes ofto its ~~ODR~~consolidated ~~business.~~

~~The Company’s GCR backlog was $140.0 million and $186.~~9 million as of December 31, 2024 and 2023, respectively. Projects are brought into backlog once the Company has been provided a written confirmation of award and the contract value has been established. At any point in time, the Company has a substantial volume of projects that are specifically identified and advanced in negotiations and/or documentation, however those projects are not booked as backlog until the Company has received written confirmation from the owner or the general contractor/construction manager of their intention to award the Company the contract and they have directed the Company to begin engineering, designing, incurring construction labor costs or procuring needed equipment and material. The Company’s GCR projects tend to be built over a 12- to 24-month schedule depending upon scope and complexity. Most major projects have a preconstruction planning phase which may require months of planning before actual construction commences. The Company is occasionally employed to deliver a “fast-track” project, where construction commences as the preconstruction planning work continues. As work on the Company’s projects progress, it increases or decreases backlog to take into account its estimate of the effects of changes in estimated quantities, changes in conditions, change orders and other variations from initially anticipated contract revenue, and the percentage of completion of the Company’s work on the projects. Based on historical trends, the Company currently estimates that 72% of its GCR backlog as of December 31, 2024 will be recognized as revenue during 2025. Additionally, the reduction in GCR backlog has been

10financial statements. See also Item 1A. “Risk Factors — Our contract backlog is subject to adjustments, delays and cancellations and could be an uncertain indicator of our future earnings.”

~~intentional~~The Company’s ODR backlog was $255.8 million and $225.3 million as of December 31, 2025 and 2024, respectively. These amounts reflect unrecognized revenue expected to be recognized over the remaining terms of the Company’s ~~continues~~construction-type toand ~~focus~~service contracts. Based on ~~higher~~historical ~~margin~~trends, ~~projects~~the ~~than~~Company itestimates ~~has~~that 84% ~~done~~of ~~historically,~~its ODR backlog as ~~well~~of December 31, 2025 will be recognized as revenue during 2026. The Company believes its ODR backlog increased due to its continued focus on ~~smaller,~~the ~~higher~~accelerated ~~margin~~growth ~~owner~~of ~~direct~~its ~~projects~~ODR business.

The Company’s GCR backlog was $141.8 million and $140.0 million as of December 31, 2025 and 2024, respectively. Projects are brought into backlog once the Company has been provided a written confirmation of award and the contract value has been established. At any point in time, the Company has a substantial volume of projects that are specifically identified and advanced in negotiations and/or documentation, however those projects are not booked as backlog until the Company has received written confirmation from the owner or the general contractor/construction manager of their intention to award the Company the contract and they have directed the Company to begin engineering, designing, incurring construction labor costs or procuring needed equipment and material. The Company’s GCR projects tend to be built over a 12- to 24-month schedule depending upon scope and complexity. Most major projects have a preconstruction planning phase which may require months of planning before actual construction commences. The Company is occasionally employed to deliver a “fast-track” project, where construction commences as the preconstruction planning work continues. As work on the Company’s projects progress, it increases or decreases backlog to take into account its estimate of the effects of changes in estimated quantities, changes in conditions, change orders and other variations from initially anticipated contract revenue, and the percentage of completion of the Company’s work on the projects. Based on historical trends, the Company currently estimates that 77% of its GCR backlog as of December 31, 2025 will be recognized as revenue during 2026.

Competition

The ~~mechanical,~~MEPC ~~plumbing,~~systems ~~electrical,~~services ~~and maintenance~~ industry is highly competitive and fragmented~~, with a range of participants including small regional businesses, large national companies, and specialized subcontractors~~. The ~~geographic markets in which the~~ Company competes ~~has~~with ~~numerous~~a ~~companies~~variety ~~that~~of ~~provide similar services. The Company competes on various factors~~participants, including; ~~cost~~smaller ~~efficiency,~~regional ~~reputation and quality of service~~contractors, ~~technical~~specialized ~~expertise and innovation~~subcontractors, ~~geographic reach~~ and ~~scale,~~large ~~knowledge~~national ~~of local markets~~ and conditions, financial strength, surety bonding capacity, availability and experience of craft labor, and customer relationships. The Company’s competitors range from smaller local businesses offering highly specialized services to large multinational ~~corporations~~companies with broader ~~service offerings~~services. ~~While~~The ~~some~~geographic ~~competitors~~markets ~~may~~in ~~have~~which ~~greater financial resources or local market presence,~~ the Company ~~believes~~operates ~~its~~include ~~comprehensive~~numerous ~~services~~firms ~~portfolio,~~that ~~commitment~~provide tosimilar ~~safety and quality, and focus on customer satisfaction position it to compete effectively~~services. Additionally, the mechanical service industry is also subject to evolving trends such as increased demand for energy-efficient systems, sustainability initiatives, and advancements in automation. Adapting to these trends remains critical to maintaining a competitive advantage.

The Company competes based on a number of factors, including price and cost efficiency; reputation, service quality and reliability; technical expertise and ability to execute complex projects; safety performance; geographic reach and scale; knowledge of local markets and conditions; financial strength and access to capital; surety bonding capacity; availability and experience of craft labor; responsiveness and customer service capabilities; and customer relationships. Certain competitors may have greater financial resources or a stronger presence in specific local markets. The Company believes its breadth of solutions, emphasis on safety and quality, and focus on customer needs support its ability to compete effectively.

The industry is also influenced by evolving customer demand and technology, including energy efficiency and decarbonization initiatives, increased retrofit and modernization activity, advances in building automation and controls, and broader adoption of digital and automated tools. The Company’s ability to anticipate and respond to these developments is important to maintaining its competitive position.

Materials and Equipment

The Company’s operations rely on a wide range of materials and equipment ~~essential~~necessary ~~for~~to ~~providing~~provide mechanical contracting services. The Company procures materials and equipment from a network of suppliers and manufacturers. ~~The~~and ~~Company’s~~seeks ~~supply~~to ~~chain~~maintain ~~strategy emphasizes maintaining strong~~ relationships with key vendors to ~~ensure~~support ~~consistent~~ quality and timely delivery. While wethe ~~source~~Company sources the majority of its materials domestically, ~~some~~certain components are sourced internationally, ~~subject to import regulations~~ and ~~tariffs.~~may ~~The~~be ~~cost~~subject and availability of materials and equipment can fluctuate based on market conditions, global supply chain disruptions, and changes in commodity pricing. The Company actively monitors these factors and employs strategies such as effectively managing its business through enhanced labor planning and project scheduling, increased pricing to ~~the~~import ~~extent contractually permitted~~regulations, ~~and~~tariffs ~~by leveraging its relationships with its suppliers~~ and ~~customers.~~other ~~The~~trade ~~Company ensures that all materials and equipment meet applicable environmental and regulatory requirements~~restrictions. Additionally, the Company is increasingly incorporating sustainable and energy efficient materials into its projects to meet customer demands and comply with evolving industry standards. See Item 1A. “Risk Factors — An increase in the cost or the availability of materials and commodities could affect our profitability.” in this Annual Report on Form 10-K.

InThe ~~February~~cost ~~2025,~~and ~~the~~availability ~~United~~of ~~States~~materials ~~government~~and ~~announced~~equipment acan ~~number~~fluctuate ofbased ~~tariffs~~ on ~~imports~~market conditions, ~~including~~supply ~~imports~~chain onconstraints, ~~steel~~labor and ~~aluminum.~~transportation ~~Increased~~dynamics, ~~costs for imported steel~~ and ~~aluminum~~changes ~~products~~in ~~have~~commodity ~~led domestic sellers to respond with market-based increases to prices for such inputs as well~~pricing. ~~These~~The ~~tariffs,~~Company ~~along~~monitors ~~with~~these ~~any~~factors ~~additional~~and ~~tariffs~~may ortake ~~trade~~steps ~~restrictions~~to ~~that~~mitigate ~~may~~the beimpact ~~implemented~~of bycost ~~the~~increases ~~United~~and ~~States~~supply ~~or other countries~~disruptions, ~~could~~including ~~result~~project inplanning ~~further~~and ~~increased~~scheduling ~~costs~~adjustments, ~~shifts~~sourcing inalternatives ~~competitive~~where ~~positions~~practicable, and aimplementing ~~decreased~~pricing ~~supply~~adjustments ofor ~~steel,~~change ~~resins~~orders ~~and~~to ~~aluminum~~the asextent ~~well~~permitted asunder ~~additional~~customer ~~imported components and materials~~contracts. ~~The~~However, the Company’s ~~ODR~~may ~~segment~~not ~~focus~~be ~~often~~able ~~allows for these increased costs~~ to befully ~~passed~~mitigate ~~onto~~ the ~~customer~~impact ~~due~~of tothese ~~the~~factors ~~short~~on ~~sales~~any ~~cycle;~~particular ~~however,~~project. ~~the~~The Company ~~may~~also ~~not~~considers beapplicable ~~able~~environmental toand ~~pass~~regulatory ~~certain~~requirements ~~price~~in ~~increases on to~~ its ~~customers~~sourcing and, ~~may~~in ~~not~~certain becircumstances, ~~able~~incorporates tosustainable ~~secure~~or ~~adequate~~energy-efficient ~~alternative~~materials ~~sources~~to ofalign ~~materials~~with oncustomer apreferences ~~timely~~and ~~basis.~~evolving ~~While~~industry ~~retaliatory~~standards. ~~tariffs~~See ~~imposed~~Item by1A. ~~other~~“Risk ~~countries~~Factors—Increases onin the ~~United~~cost ~~States~~or ~~have~~reduced ~~not~~availability ~~yet~~of ~~had~~materials, aequipment, ~~significant impact~~commodities, ~~the~~or ~~Company~~energy ~~cannot~~due ~~predict~~to ~~further~~inflation, ~~developments.~~tariffs, Attrade ~~this time~~policies, itor isgeopolitical ~~difficult~~events tocould ~~accurately~~adversely ~~measure~~affect ~~the~~our ~~impact~~profitability ~~these~~and ~~tariffs,~~operating orresults” ~~potential~~in ~~future~~this ~~tariffs,~~Annual ~~will~~Report ~~have~~ on ~~the~~Form ~~Company~~10-K.

During 2025 and so far in 2026, the United States government announced and continues to announce tariffs and changes in tariffs on certain imports, including steel and aluminum. Increased costs for imported products may also contribute to market-based price increases from domestic suppliers. Existing tariffs, and any additional tariffs or trade restrictions that may be implemented by the United States or other countries, could result in higher costs, shifts in competitive positions, and reduced availability of certain materials and components. The Company’s ODR segment focus may, in certain circumstances, allow for increased costs to be passed through to customers due to shorter sales cycles; however, the Company may not be able to pass through all price increases or secure adequate alternative sources on a timely basis. The Company cannot predict future developments related to tariffs or trade restrictions, and the extent to which these measures could affect the Company’s results of operations remains uncertain.

Human Capital

To ensure that the Company is well positioned to provide innovative ~~system~~systems solutions and reliable services in a safe, efficient and responsible manner, the Company seeks to employ and retain a team of highly dedicated and accomplished people who genuinely care about the success of the Company. Creating an engaging workplace environment that provides for competitive pay and benefits, attractive career development opportunities, and a collaborative, respectful culture further enables the Company to achieve continued success.

Team members. As of December 31, ~~2024~~2025, the Company had approximately 1,~~400~~500 team members, including approximately ~~500~~600 full-time salaried team members who support its customers directly and indirectly, such as project managers, account managers, engineers and superintendents, and approximately 900 technician and craft team members, some of whom are represented by various labor unions. The Company believes it has a good relationship with its team members and has developed several strong partnerships with local unions to have access to an experienced, talented technician and craft workforce.

Core Values and Core Purpose. From the technicians in the field to the management team, the Company focuses on caring for its people. The Company’s ~~core~~prides ~~purpose~~itself ~~“is~~on tocreating ~~create~~ great opportunities for people.” The Company has implemented internal development programs, which allow it to attract, develop and retain talent and emphasize the importance of promoting from within. The Company believes its core values reflect who it is. The Company cares about its people and believes its approach provides a competitive advantage. Since 2021, the Company has reduced its salaried attrition rate by 37% through the effective implementation of its human capital strategies.

within. The Company believes its core values reflect who it is. The Company cares about its people and believes its approach provides a competitive advantage. Since 2021, the Company has reduced its salaried attrition rate by 43% through the effective implementation of its human capital strategies.

The Company’s culture is driven by its core values:

•We CARE: WeIs ~~care~~more ~~about~~than ~~safety~~just ~~and~~a ~~having~~phrase, it is a commitment to enhancing the lives of our team members ~~return~~both ~~home~~personally ~~injury-free~~and ~~every day~~professionally. WeFrom ~~care~~our ~~about~~award-winning ~~the~~training ~~environment,~~programs ~~which~~that isdevelop ~~why~~our weteam ~~explore~~members’ ~~the~~career ~~life-cycle~~ and ~~total~~skill ~~cost~~set ofto ~~ownership~~our onHearts ~~every~~& ~~project.~~Minds Wesafety ~~care~~culture ~~about~~ensuring our ~~communities,~~team ~~which~~members isreturn ~~why~~home weinjury-free ~~support~~every ~~social~~day, ~~and~~we ~~community-based~~are ~~programs~~here ~~and~~to ~~encourage~~support our team members’ journey. Our mission is simple but impactful: to ~~make~~optimize aexisting ~~difference~~buildings, byleaving ~~giving~~the ~~back~~environment and our world better than we found it. And ‘We care’ goes beyond the office walls.

•We Act with INTEGRITY: Our business isand culture are driven by doing the right thing for our team members and customers. We pride ourselves on delivering on our commitments.

•We Are INNOVATIVE: We are a collaborative team with diverse technical expertise that equips us to tackle our customers’ toughest challenges. Our culture supports and encourages our team members to speak up towith ~~express~~ their ideas, track future trends, and breathe life into new concepts, all aimed at improving our company and making our customers’ lives easier. By creating an environment of continuous learning, we empower our ~~people~~team with the proper training and competencies to deliver innovative solutions tailored to address our customers’ evolving needs.

•We Are ACCOUNTABLE: We ~~are~~operate ~~a company~~ with drive and discipline., Weholding ~~set~~ourselves ~~goals and hold each other~~ responsible for ~~the~~delivering ~~outcomes.~~results Wethat ~~utilize the Entrepreneurial Operating System (“EOS”) as our way of managing and leading the organization for top performance~~matter. ~~The~~We ~~EOS~~take ~~assists~~ownership, ~~our~~move ~~management~~with ~~team by clarifying~~urgency, ~~simplifying~~ and ~~achieving~~focus ~~our~~on ~~business~~practical ~~vision~~solutions ~~through providing a structured approach to management of operations and ensuring~~ that ~~everyone~~exceed inexpectations ~~the Company is aligned~~ and ~~working~~create ~~towards~~value ~~the~~for ~~same~~everyone ~~goals.~~we serve.

The Company believes its team members are essential to its continued success and ~~the Company~~ seeks to provide every team member with the foundation and environment needed to achieve the team members’ goals. This objective begins with the Company's commitment to inclusion. We CARE, one of the Company’s core values, is the foundation of its efforts to create a fair and inclusive organization. Building a culture where all of its team members feel a sense of belonging is important to the Company.

In addition, the Company screens leadership hires and measures team member performance against these core values, and regularly measures team member engagement against these values through the Company’s annual team member engagement survey. The Company’s “We Care” survey, which has been issued for more than twenty years, provides leadership with insights, including constructive ideas on how to improve the overall business for those who work for it. In 2024, ~~the Company was recognized as one of America’s “Most Loved Workplaces,” published by Newsweek Magazine~~ and ~~certified by the Best Practice Institute. Additionally~~2025, ~~for~~ the ~~second year in a row, the Company was recognized as one of Forbes’ “Most Successful Small Companies” (in 2024 and 2025).~~

Training and Team Member Development. Investment in continuous learning is essential to providing industry-leading expertise and service to the Company’s customers, continuous improvement across its organization, and meaningful career development opportunities for its people. From in-person to online courses, formalized and other specialized training, the Company’s team members benefit from opportunities to strengthen their leadership and management competencies, improve communication and interpersonal skills, and advance their technical proficiency. The Company’s team members have access to resources that include a robust learning management system that provides company-wide access for team members to a number of online learning modules and support tools. As a result of its efforts, the Company was recognized as one of the top training organizations in the world earning a Training APEX Award from Training magazine for its third consecutive year (in 2023, 2024 and 2025). Additionally, the Company was recognized in 2024 and 2025 as a winner of the Association of Talent Development’s BEST award, which honors organizations that demonstrate enterprise-wide success as a result of employee talent development. The Company’s team members see the impact of these programs, and in 2023 and 2024, its training programs averaged a participant Net Promoter Score of over 85%. The Company has invested in additional training to support those team members directly working in customer-facing roles across the Company, such as account management training, as it aims to grow its ODR business.11

~~Culture of Belonging. The~~ Company iswas ~~committed~~recognized toas ~~creating~~one ~~and~~of ~~supporting~~America’s a“Most ~~fair~~Loved ~~and~~Workplaces,” ~~inclusive~~published ~~environment~~by ~~for~~Newsweek ~~its~~Magazine ~~team~~and ~~members,~~the WeWall ~~Care~~Street ~~culture~~Journal and ~~industry~~certified asby athe ~~whole.~~Best ~~The~~Practice ~~Company~~Institute. ~~actively~~Additionally, ~~seeks~~the toCompany ~~foster~~was anrecognized ~~environment~~as ~~where~~one ~~every~~of ~~team member~~“America’s ~~voice~~Greatest isCompanies” ~~heard~~by ~~and~~Newsweek ~~every~~in ~~team member can reach their full potential~~2025. ~~The~~Also, ~~Company~~for ~~practices~~the ~~its~~second ~~commitment~~year ~~through~~in ~~its~~a ~~core~~row ~~values,~~in ~~selection~~2025, ~~development~~the ~~and~~Company ~~training,~~was ~~which~~recognized ~~extends~~as toone ~~its senior leadership and Board~~ of ~~Directors.~~Forbes’ ~~The~~“Most ~~Company~~Successful ~~understands~~Small ~~that inclusivity is truly a competitive advantage that helps drive growth and innovation~~Companies.”

12Training and Team Member Development. Investment in continuous learning is essential to providing industry-leading expertise and service to the Company’s customers, continuous improvement across its organization, and meaningful career development opportunities for its people. From in-person to online courses, formalized and other specialized training, the Company’s team members benefit from opportunities to strengthen their leadership and management competencies, improve communication and interpersonal skills, and advance their technical proficiency. The Company’s team members have access to resources that include a robust learning management system that provides company-wide access for team members to a number of online learning modules and support tools. As a result of its efforts, the Company was recognized as one of the top training organizations in the world earning a Training APEX Award from Training magazine for its third consecutive year (in 2023, 2024 and 2025). Additionally, the Company was recognized in 2024 and 2025 as a winner of the Association of Talent Development’s BEST award, which honors organizations that demonstrate enterprise-wide success as a result of employee talent development. The Company has invested in additional training to support those team members directly working in customer-facing roles across the Company, such as account management training, as it aims to grow its ODR business.

Culture of Belonging. The Company is committed to creating and supporting a fair and inclusive environment for its team members, We Care culture and industry as a whole. The Company actively seeks to foster an environment where every team member’s voice is heard and every team member can reach their full potential. The Company practices its commitment through its core values, selection, development and training, which extends to its senior leadership and Board of Directors. The Company understands that inclusivity and culture of belonging is truly a competitive advantage that helps drive growth and innovation.

Embrace Forum. The Company formed the Embrace Forum to continue to evolve its commitment to a culture of belonging. This forum is composed of team members and leaders across the company who have made it their mission to maximize the potential of the Company’s team members by creating great opportunities through a fair and inclusive environment. The Embrace Forum focuses on creating a culture of belonging, community and supporting employee resource groups (“ERGs”).

The Company offers all of its team members the opportunity to join ERGs. These groups foster professional development, social connectivity, and celebrate inclusivity throughout the Company. Each year, new ERGs are evaluated for consideration. Currently, there are ~~four~~five active ERGs at the Company:

•Women in Construction and Service (“WICS”). The Company is committed to promoting and supporting women within its organization throughout their career, including to take on leadership roles, and helping encourage other women to join its industry as a whole. To support this initiative, the Company created the WICS ERG with a vision to create a culturally agile community that respects and empowers women within the Company and industry.

•Unidos. Unidos is an ERG that was created to empower and amplify the Hispanic culture within the Company. The mission of this ERG is to create a supportive environment for Hispanic team members and their allies and provide a more inclusive environment where everyone feels safe, respected and valued.

•Hearts & Hands. Hearts & Hands is an ERG with the core purpose of providing opportunities and encouraging team members to make a difference by giving back to communities in which the Company has an operating footprint.

•Veterans. The Veterans ERG aims to offer resources, foster camaraderie, and promote understanding among Company team members who have served in the military and those who are committed to supporting them.

In•Ashe ~~addition,~~Collective. toThe ~~help~~Ashe ~~recruit~~Collective ~~the~~is ~~next~~an ~~generation~~ERG ofthat ~~diverse~~celebrates ~~industry leaders,~~ the ~~Company~~culture isand ~~actively~~contributions ~~involved~~of ~~with~~Black ~~the~~and ~~ACE~~African ~~Mentor~~American ~~Program~~team ~~of America~~members, ~~Inc.~~while ~~(“ACE”).~~promoting ~~ACE~~overall ~~helps~~professional ~~mentor~~development ~~high school students~~ and ~~inspires~~community ~~them~~engagement towithin ~~pursue careers in design and construction. It is~~ the ~~construction industry’s fastest-growing high school mentoring program, reaching over 8,000 students annually~~Company.

Benefits & Wellness. The Company focuses on the most crucial component for its success; its team members. The Company appreciates the fact that it owes its ~~120+~~125 year existence to team members who work hard to help the Company prosper.

As such, the Company has committed itself to the health, safety and well-being of its team members and their families. One of the ways the Company shows its commitment is through offering competitive team member compensation and benefits packages, specifically designed to meet the unique needs of each individual in its organization, which include:

•Health and Welfare Plans. All full-time team members who do not participate in union plans are offered a range of choices among medical, dental and vision plans, life, accident, dependent and disability insurance, and pre-tax health spending accounts that include employer contributions.

•Retirement Savings. The Company helps provide its team members with financial security by offering a 401(k) Savings Plan, which includes company matching contributions, and an Employee Stock Purchase Plan.

•Employee Assistance Programs. Through the Employee Assistance Program, the Company offers its team members, and their dependents or household members, access to services and counseling on a variety of personal, professional, legal, and financial matters, at no cost.

•Work/Life Programs. Consists of various activities intended to inspire the Company’s team members towards healthy living through personal accountability.

Safety Culture. Safety is integral to the Company’s unique culture and core values. The Company cares about its team members and their families, and it holds each other accountable for working safely. The Company’s safety culture is based on its “Hearts and Minds Commitment to Safety” program, established in 2013 by its senior staff and field professionals via its Hearts and Minds Forum. The Company’s Hearts and Minds Forum asks its team members to take direct responsibility for eliminating and preventing all incidents and injuries at home and in the workplace, which is done by:

•Hiring the Right People. Hiring qualified team members who share its core values.

•Knowing the Details. Thorough planning and having acute awareness of present surroundings, which aids in executing work safely.

•Engaging at All Levels. Setting a great example of completing all tasks safely, at work and at home, by everyone from the management team to craft professionals.

•Mentoring and Coaching. Acting as a mentor and coach to show team members how to practice good safety behavior.

~~In 2020~~Seasonality, ~~this~~Cyclicality ~~program helped earn the Company’s Ohio business unit the highest honor for which Occupational Safety~~ and ~~Health~~Quarterly Administration (“OSHA”) can name a company; OSHA-Voluntary Protection Programs Star Site. This was the first time a union mechanical contractor has earned such an honor in the United States. The Company strives to achieve this honor at its other business units.Trends

~~Seasonality~~Severe weather can impact the Company’s operations. In the northern climates where it operates, and to a lesser extent the southern climates as well, severe winters can slow the Company’s productivity on projects, which shifts revenue and gross profit recognition to a later period. The Company’s maintenance operations may also be impacted by mild or severe weather. Mild weather tends to reduce demand for its maintenance services, whereas severe weather may increase the demand for its maintenance and time and materials services. The Company’s operations also experience cyclicality, as the Company tends to see customer budgets being allocated in the first quarter of the year and an increased level of maintenance and capital project execution during the third and fourth calendar quarters of each year.

Severe weather can impact the Company’s operations. In the northern climates where it operates, and to a lesser extent in the southern climates as well, severe winters can slow the Company’s productivity on construction projects, which shifts revenue and gross profit recognition to a later period. The Company’s maintenance operations may also be impacted by mild or severe weather. Mild weather tends to reduce demand for the Company’s maintenance services, whereas severe weather may increase the demand for its maintenance and time-and-materials services.

Government and Environmental Regulations

The Company is subject to ~~various~~numerous federal, state and local laws and regulations relating to the environment, including those ~~relating~~governing to discharges to air, water and land,; the handling, storage and disposal of solid and hazardous waste,; ~~the handling of~~ underground storage tanks; and the ~~cleanup~~investigation and remediation of properties affected by hazardous substances. ~~The~~Environmental ~~Company~~requirements iscontinue ~~also~~to ~~subject~~evolve, including those relating to ~~compliance~~climate, ~~with~~energy ~~numerous~~efficiency, ~~other~~greenhouse ~~laws~~gas emissions and ~~regulations~~refrigerants, ofas ~~federal,~~well ~~state~~as building codes and related standards, ~~local~~which ~~agencies~~may increase compliance obligations and costs and could affect customer demand, project specifications and ~~authorities~~operating practices. The Company is also subject to other regulatory requirements applicable to its operations, including those relating to workplace safety, wage and hour, and other labor ~~issues~~matters (including the ~~requirements of the~~ Occupational Safety and Health Act and comparable state laws), immigration ~~controls~~compliance, vehicle and equipment operations and other aspects of its business. In addition, a relatively limited number of the Company’s ~~construction~~ contracts are entered into with public authorities, and ~~these~~such contracts ~~frequently~~often impose additional requirements, including ~~requirements~~those ~~regarding~~relating to labor ~~relations~~standards and subcontracting with designated classes of disadvantaged businesses. A ~~large~~significant portion of the Company’s ~~business uses~~ labor ~~that~~ is provided under collective bargaining agreements~~. As such~~, and the Company is subject to federal and state laws and regulations related to unionized labor and collective bargaining (including the National Labor Relations Act).

The Company ~~continually~~ monitors its compliance with these laws, regulations and ~~other~~contractual requirements. ~~While~~Although compliance with existing ~~laws, regulations and other~~ requirements has not materially adversely affected the Company’s operations in the past, and the Company is not aware of any proposed requirements that it ~~anticipates~~expects will have a material impact on its operations, ~~there~~laws ~~can~~and beregulations nomay ~~assurance that these requirements will not~~ change orand ~~that~~future compliance ~~will~~costs ~~not~~or ~~otherwise~~operational ~~adversely~~impacts ~~affect~~could ~~the~~be ~~Company’s operations in the future~~material. InThe ~~addition, while the~~ Company typically ~~passes~~seeks ~~any~~to ~~costs~~recover of compliance-related oncosts tothrough ~~its~~contract ~~customers under the applicable project agreement~~pricing, ~~either~~estimates ~~directly~~ or aschange ~~part~~orders; ~~of its estimate~~however, ~~depending~~recovery onmay ~~the~~be ~~type~~limited ofby contract, ~~there~~terms ~~can~~(including befixed-price noarrangements), ~~assurance~~competitive ~~that~~dynamics ~~the~~and ~~Company~~customer ~~will not incur compliance expenses in the future that materially adversely affect its results of operations~~negotiations. ~~Furthermore~~In addition, certain environmental laws impose substantial penalties for non-compliance and other laws, such as the federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), and comparable state laws, which impose strict, retroactive, joint and several liability upon persons that contribute to the release of a “hazardous substance” into the environment. These persons include the owner or operator of the site where the release occurred and companies that disposed or arranged for the disposal of the hazardous substances found at the site.

substantial penalties for noncompliance. Other laws, including the federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and comparable state laws, may impose strict, retroactive, joint and several liability on current and former owners and operators, as well as parties that generated, transported or arranged for the disposal of hazardous substances at a site.

Climate Change and Sustainability

The Company recognizes its environmental and societal responsibilities and is committed to sustainability and to improving its environmental footprint as well as operating its business in a manner that seeks to protect the health and safety of the Company’s team members and customers, as well as the public. The Company’s focus on environmental stewardship and improving productivity drives not only its efforts to become more energy efficient but also improvements in the Company’s customers’ impact on the climate. Replacing an aging building’s existing systems with modern, energy-efficient systems significantly reduces a building’s energy consumption and carbon footprint while improving cost, air quality and overall system effectiveness.

The Company is subject to the requirements of numerous federal, state and local laws, regulations and rules that promote the protection of the environment. While capital expenditures or operating costs for environmental compliance cannot be predicted with certainty, the Company does not currently anticipate that they will have a material effect on its capital expenditures or competitive position in the short term.

Available Information

The Company’s internet address is https://www.limbachinc.com. The Company makes available, free of charge, on its website the copies of the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the United States Securities and Exchange Commission (the “SEC”).

and amendments to those reports as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the United States Securities and Exchange Commission (the “SEC”).

The content of the Company’s website is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document it files with the SEC, and any references to the Company’s website is intended to be inactive textual references only.

Item 1A. Risk Factors

You should carefully consider the following risk factors, together with all of the other information included in this Annual Report on Form 10-K. The risks described below are those which we believe are the material risks that we face. Additional risks not presently known to us or which we currently consider immaterial may also have an adverse effect on us. Any risk described below may have a material adverse impact on our business or financial condition. Some statements in this Annual Report on Form 10-K, including such statements in the following risk factors, constitute forward-looking statements. These forward-looking statements are based on our management's current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Risks Related to Our Business and Industry

Intense competition in our industry could reduce our market share and ~~profit~~profitability.

The ~~mechanical,~~MEPC ~~plumbing,~~systems ~~electrical,~~services ~~and maintenance~~ industry is highly competitive and fragmented, with anumerous ~~range of participants including small~~ regional ~~businesses,~~and ~~large~~ national ~~companies,~~providers ~~and~~offering ~~specialized~~similar ~~subcontractors.~~services ~~The~~in the geographic markets in which we ~~compete in have numerous companies that provide similar services~~operate. We compete based on ~~the~~price, ~~basis of our~~ technical expertise, ~~and~~ experience, ~~financial~~reputation, and operational ~~resources, industry reputation and dependability~~capabilities. ~~While~~Price ~~we believe our customers consider a number of these factors in awarding available contracts, price~~ is often ~~the~~a ~~principal~~primary factor in ~~determining~~contract ~~which contractor is selected~~awards, ~~especially~~particularly onfor smaller, or less complex projects., Aswhich ~~such,~~may enable smaller competitors ~~are~~with ~~sometimes~~lower ~~able~~cost structures to win ~~bids~~work ~~for such projects~~ based on price alone ~~due to their lower cost and financial return requirements~~. We expect competition to remain intense for the foreseeable future, presenting us with significant challenges in our ability to maintain strong growth rates and acceptable profit margins. We also expect competition from the in-house service organizations of our customers who have employees who perform service and maintenance work similar to the services we provide as part of our ODR offering. Vertical consolidation is also expected to intensify competition in the industry. We can offer no assurance that our existing or prospective customers will continue to outsource specialty contracting services in the future. In addition, new and emerging technologies and services are expected to significantly impact the industry in coming years. If we are unable to meet these competitive challenges, we could lose market share to our competitors and experience an overall reduction in our profits. In addition, our profitability would be impaired if we have to reduce our prices to remain competitive.

IfWe wealso doexpect ~~not~~competition ~~effectively~~from ~~manage~~ the ~~size~~in-house service organizations of our customers who have employees who perform service and ~~cost~~maintenance work similar to the services we provide as part of our ~~operations,~~ODR segment. Vertical consolidation is also expected to intensify competition in the industry. We can offer no assurance that our existing ~~infrastructure~~or ~~may~~prospective ~~become~~customers ~~either~~will ~~strained~~continue orto ~~overly-burdened~~outsource specialty contracting services in the future. In addition, new and weemerging technologies and service models may befurther ~~unable~~alter tocompetitive ~~increase~~dynamics ~~revenue~~in ~~growth~~the industry.

If we are unable to compete effectively, including maintaining competitive pricing without adversely affecting our margins, we could experience reduced market share, lower profitability, and/or slower growth. Our results of operations could also be adversely affected if we are required to reduce prices to remain competitive.

If we do not effectively manage the size and cost of our operations, our infrastructure may become strained or overly-burdened, and we may be unable to increase revenue growth.

The growth we have experienced in the past, and that we may experience in the future, may provide challenges to our organization, requiring us to expand our personnel and operations. Future growth, whether organic or through acquisitions, may strain our infrastructure, operations and other managerial and operating resources. We have also experienced severe constriction in the markets in which we operated in the past and, as a result, in our operating requirements. Failing to maintain the appropriate cost structure for a particular economic cycle may result in us incurring costs that affect our profitability. If our business resources become strained or overly-burdensome, our earnings may be adversely affected and we may be unable to increase revenue growth. Further, we may undertake contractual commitments that exceed our labor resources, which could also adversely affect our earnings and ability to increase revenue growth.

Failure to ~~achieve and~~ maintain a high ~~level~~quality of building systems solutions in our ODR segment could damage our reputation with customers and negatively impact our results.

As our ODR business continues to expand, our ability to provide building systems solutions at a very high level is very important to the continued success of our business. Additionally, quality issues could harm customer confidence in our company and our brands. If our building systems solutions offerings do not meet applicable safety standards or our customers’ expectations regarding quality, safety or performance, we could experience lost sales and increased costs and we could be exposed to legal, financial and reputational risks. In addition, when our building systems solutions fail to perform as expected, we could be exposed to warranty, product liability, personal injury and other claims.

Our contract backlog is subject to adjustments, delays and cancellations and could be an uncertain indicator of our future earnings.

We cannot guarantee that the revenue projected in our contract backlog will be realized or, if realized, will be profitable. Projects included in backlog are subject to cancellations, scope changes, pricing adjustments, schedule delays, and other modifications, any of which could materially and adversely affect the amount and timing of revenue and profit ultimately recognized.

A U.S. government shutdown or delays in federal appropriations could adversely affect our business and results of operations.

Our business is affected by macroeconomic, political, and regulatory conditions that influence the markets in which we operate. While the majority of our revenue is derived from private sector customers, we also perform work under contracts with U.S. federal, state, and local government agencies. Any partial or full shutdown of the U.S. government, delays in appropriations, uncertainty regarding the availability of government funds, or interruptions in government operations could result in the suspension, delay, or termination of government contracts, postponement of payments under existing contracts, or delays in the award of new contracts.

In addition, our customers, suppliers, and partners may rely on government funding, approvals, or regulatory actions that may be suspended, delayed, or limited during a shutdown. These disruptions could postpone the start of projects, extend permitting timelines, or impact demand for our services. A prolonged or repeated government shutdown could also contribute to broader economic uncertainty, reduce public and private investment activity, and slow decision-making by our customers. There can be no assurance that government operations will continue without interruption, and any such disruptions could materially and adversely affect our financial condition, results of operations, liquidity, and overall business prospects.

Because we bear the risk of cost overruns on many of our contracts, we may experience reduced profitability or incur losses if actual costs exceed our estimates.

Many of our contracts are priced based on estimates and assumptions regarding future costs, including labor availability and wage rates; material, equipment, energy, and transportation costs; productivity levels; site conditions; permitting requirements; weather conditions; and other factors that are outside of our control. Inflationary pressures, including increases in labor, material, and equipment costs, as well as the imposition of tariffs or changes in trade policies, could increase our actual costs above those assumed at the time a contract is bid or negotiated. If our estimates or assumptions prove inaccurate, or if we are unable to effectively manage project execution, we may experience cost overruns that reduce project profitability or result in losses.

Actual costs and gross profit on our contracts may differ, sometimes materially, from original projections due to factors such as unanticipated site conditions; changes in labor availability, skill levels, or productivity; supply chain disruptions; increases in commodity prices; delays in obtaining permits or approvals; adverse weather conditions; failures by subcontractors, suppliers,

~~Our~~or ~~contract~~other ~~backlog~~third isparties ~~subject~~ to ~~unexpected~~perform ~~adjustments~~as ~~and~~expected; ~~cancellations~~or delays in identifying and ~~could~~addressing beexecution anissues. ~~uncertain~~Inflationary ~~indicator~~cost ofincreases ~~our~~or ~~future~~tariffs ~~earnings~~that are not recoverable through contractual price adjustments or change orders could further compress margins, particularly on longer-duration projects.

WeCertain ~~cannot~~contracts ~~guarantee~~also ~~that~~require ~~the~~us ~~revenue~~to ~~projected~~meet specified completion dates or performance standards, and in ~~our~~some ~~contract~~cases ~~backlog~~we ~~will~~guarantee beproject ~~realized~~completion or, ifacceptance ~~realized,~~by ~~will~~a bedefined ~~profitable~~schedule. ~~Projects~~Failure ~~reflected~~to inmeet ~~the~~these ~~contract~~requirements ~~backlog~~ may beresult ~~affected~~in byadditional ~~project cancellations~~costs, ~~scope~~reduced ~~adjustments~~margins, ~~time~~or ~~extensions~~liability for liquidated or ~~other~~consequential ~~changes~~damages. ~~Such~~Performance ~~changes~~issues on individual projects may ~~materially~~also ~~and~~harm ~~adversely~~our ~~affect~~reputation ~~the~~with ~~revenue~~customers and ~~profit~~adversely weaffect ~~ultimately~~our ~~realize~~ability onto ~~these~~secure ~~projects~~future work.

~~Since~~Many weof ~~bear~~our ~~the~~contracts ~~risk~~contain ofprovisions ~~cost~~that ~~overruns~~allocate inor ~~most~~shift ofthese ~~our~~risks ~~contracts~~to us, weincluding in circumstances where the customer may ~~experience~~be ~~reduced~~partially ~~profits~~responsible. We are not always able to pass such risks through to subcontractors or suppliers. While customers may agree to equitable contract adjustments under certain circumstances, there can be no assurance that such relief will be granted. Increased use or stricter enforcement of risk-shifting contractual provisions, combined with sustained inflation or changes in ~~some~~tariff ~~cases~~regimes, ~~losses~~could materially and adversely affect our financial position, ifresults ~~costs~~of ~~increase~~operations, ~~above~~and ~~estimates~~cash flows.

Our contract prices are established largely upon estimates and assumptions of our projected costs, including assumptions about future economic conditions; prices, including commodities prices; availability of labor; the costs of providing labor, equipment, and materials; and other factors outside of our control. If our estimates or assumptions prove to be inaccurate, due to changing circumstances or our failure to ~~successfully~~obtain ~~execute~~new ~~the~~customer ~~work,~~agreements ~~cost overruns may occur and we could experience reduced profits~~ or arenew ~~loss~~existing ~~for~~agreements ~~affected~~at ~~projects.~~current ~~For instance, unanticipated technical problems may arise; we could have difficulty obtaining permits~~ or ~~approvals;~~more ~~local~~favorable ~~laws,~~terms ~~labor costs or labor conditions~~ could ~~change;~~adversely ~~bad~~affect ~~weather~~our could delay construction; prices of raw materials could increase; suppliers or subcontractors may fail to perform as expected; or site conditions may be different than originally anticipated. We are also exposed to increases in energy prices. Additionallybusiness, infinancial ~~certain~~condition ~~circumstances, we guarantee project completion or the achievement of certain acceptance~~ and ~~performance testing levels by a scheduled date. Failure to meet schedule or performance requirements typically~~ results in additional costs to us, and in some cases may also create liability for consequential and liquidated damages. Performance problems for existing and future projects could also cause our actual results of operations ~~to differ materially from those anticipated and could damage our reputation within the industry and our customer base~~.

InOur ~~addition,~~business ~~the~~depends ~~costs~~on ~~incurred~~our ability to secure new customer agreements and ~~gross~~to ~~profit~~renew ~~realized~~existing onagreements ~~our~~in ~~contracts~~order ~~can~~to ~~vary,~~maintain ~~sometimes~~and ~~substantially,~~grow ~~from~~revenue. ~~our~~The ~~original~~process ~~projections~~for ~~due~~obtaining new work or renewing existing arrangements is often competitive, complex, and subject to alengthy ~~variety~~sales and selection cycles. These processes are influenced by market conditions, customer budget constraints, timing of ~~factors~~contract expirations, ~~including~~pricing pressures, ~~but~~and ~~not~~other ~~limited~~factors ~~to:~~that are outside of our control.

•If we are unable to successfully compete for new agreements or renew existing agreements on~~-site~~ ~~conditions~~acceptable ~~that~~terms, ~~differ~~or ~~from~~if ~~those~~renewals ~~described~~are delayed, reduced in ~~the~~scope, ~~original~~or ~~bid~~repriced at lower margins, our backlog, revenue, and operating results could be adversely affected. In addition, a reduction in awarded or ~~contract;~~renewed work could lead to lower utilization of our workforce and resources, which could further pressure margins and profitability.

~~•failure~~The totiming ~~include~~of ~~required~~the ~~materials~~award, ~~equipment,~~commencement orand ~~work~~performance inof acontracts ~~bid,~~may orcause ~~the~~variability ~~failure~~in toour ~~properly~~operating ~~estimate~~results ~~the~~and ~~quantities~~cash ~~or costs needed to complete a lump sum or guaranteed maximum price contract;~~flows.

•The timing of contract awards is inherently unpredictable and largely outside of our control. Project awards often involve competitive bidding processes and complex, lengthy negotiations, and may be affected by factors such as customer decisions to delay or ~~project~~cancel ~~modifications~~projects, ~~creating~~financing ~~unanticipated~~conditions, ~~costs~~governmental approvals, commodity price fluctuations, environmental conditions, and overall economic and market conditions. We may not ~~covered~~win contracts that we pursue for a variety of reasons, including pricing, customer perceptions of our capabilities, competitive dynamics, or our unwillingness to accept certain contractual risks that is requested by ~~change~~the ~~orders;~~customer.

~~•failure~~Although bya ~~the~~significant ~~customer~~portion of our revenue is derived from smaller, ~~owner~~lower-risk orprojects, ~~general~~our ~~contractor~~results toof ~~properly~~operations ~~approve~~may ~~and~~fluctuate ~~authorize~~from ~~change~~period ~~orders~~to ~~for~~period ~~work~~depending ~~that~~on isthe ~~required~~timing and assize aof ~~result~~contract awards, the ~~inability~~commencement toof ~~bill~~work ~~and~~on ~~collect~~newly ~~for~~awarded projects, and the ~~value~~progress of work on larger contracts. Delays in the ~~work~~start ~~performed;~~or execution of awarded projects may result in revenue and cash flows being realized later than anticipated.

~~•failure~~Uncertainty byin ~~suppliers,~~the ~~vendors,~~timing ~~subcontractors,~~of ~~designers,~~project ~~engineers,~~awards ~~consultants~~and execution may also make it difficult to efficiently align our workforce and resources with project demand. In anticipation of expected project activity, ~~joint~~we ~~venture~~may ~~partners~~incur labor and overhead costs before revenue is realized. If anticipated projects are delayed or ~~customers~~not toawarded, ~~perform~~these ~~their~~costs ~~obligations;~~could adversely affect our profitability.

~~•delays~~In inaddition, ~~quickly~~the ~~identifying~~timing of revenue recognition, earnings, and ~~taking~~cash ~~measures~~flows tofrom ~~address~~contracts ~~issues~~included ~~which~~in ~~arise~~backlog ~~during~~may ~~contract~~be ~~execution~~affected by factors such as adverse weather conditions; delays caused by other contractors or subcontractors; supply chain disruptions affecting the availability of materials or equipment; or changes in project scope. Any such delays could have a material adverse effect on our operating results and cash flows for the periods affected.

•changes in availability, proximity and costs of materials and equipment, including pipe, sheet metal, other construction materials and mechanical, electrical and plumbing equipment;

•claims or demands from third parties for alleged damages arising from the design, construction or use and operation of a project of which our work is part;

•difficulties in obtaining required governmental permits or approvals;

•availability and skill level of workers in the geographic location of a project;

•citations issued by any governmental authority, including OSHA;

•unexpected labor conditions, shortages, strikes or work stoppages in general causing delays in completion, or acceleration of the contracted work to maintain milestone completion dates, which could cause losses due to not meeting estimated production targets;

•installation productivity rates different than the rate that was estimated;

•changes in applicable tariffs, laws and regulations;

•delays caused by weather conditions;

•fraud, theft or other improper activities by suppliers, vendors, subcontractors, designers, engineers, consultants, joint venture partners, customers or our own personnel; and

•mechanical or performance problems with equipment.

Many of our customer contracts contain provisions that purport to shift some or all of the above risks from the customer to us, even in cases where the customer is partly at fault. We are not always able to shift this risk to subcontractors. Our experience has been that customers are willing to negotiate equitable adjustments in the contract compensation or completion time provisions if unexpected circumstances arise. However, customers may seek to impose contractual risk-shifting provisions more aggressively, which could increase risks and adversely affect our financial position, results of operations and cash flows.

Our failure to obtain new agreements and renew existing agreements could have a material adverse effect on our business, financial condition and results of operations.

Our business depends on our ability to win new agreements and renew existing agreements with customers. Agreement proposals and negotiations can be complex and frequently involve a lengthy sales and selection process, which is affected by a number of factors. These factors include market conditions, the timing of renewals, the pricing of these arrangements and other matters that are outside of our control. If negative market conditions arise, or we encounter other difficulties in obtaining new or repeat work, we may not be able to pursue certain projects or work, which could have a material adverse effect on our business, financial condition and results of operations.

Timing of the award and performance of new contracts could have an adverse effect on our operating results and cash flow.

The timing of project awards is unpredictable and outside of our control. Project awards often involve complex and lengthy negotiations and competitive bidding processes. These processes can be impacted by a wide variety of factors, including a customer’s decision to not proceed with the development of a project, governmental approvals, financing contingencies, commodity prices, environmental conditions, and overall market and economic conditions. We may not win contracts that we have bid upon for any number of reasons, including price, a customer’s perception of our ability to perform, a competitor’s relationships and/or perceived technology advantages held by others. Many of our competitors may be more inclined to take greater or unusual risks or accept terms and conditions in a contract that we might not deem acceptable. Despite a significant portion of our project revenue being generated from smaller, more risk averse contracts, our results of operations may fluctuate quarterly and annually depending on whether, and when, large project awards occur, as well as the commencement and progress of work under large contracts already awarded. As a result, we are subject to the risk of losing new awards to competitors or the risk that revenue may not be derived from awarded projects as quickly as anticipated.

The uncertainty of the timing of project awards may also present difficulties in matching the size of our work crews with project needs. In some cases, we may maintain and bear the cost of more ready work crews than are currently required in anticipation of future needs for existing contracts or expected future contracts. If a project is delayed or an expected project award is not received, we would incur costs that could have a material adverse effect on our anticipated profit.

In addition, the timing of the revenue, earnings and cash flows from our contracts in backlog could be delayed by a number of factors, including adverse weather conditions; other subcontractors delaying the progression of proceeding work; delays in receiving material and equipment from suppliers and services from subcontractors; and changes in the scope of work to be performed. Such delays, if they occur, could have material and adverse effects on our operating results for current and future periods until the affected contracts are completed.

We may incur significant costs in performing our work in excess of the original project scope and contract amount without having an approved change order.

After the award of a contract, we may perform additional work that was not contemplated in ~~our~~the original contract price, at the request or direction of the customer, without the benefit of an approved change order. Our contracts generally afford the customer the right to order such changed or additional work, and typically require the customer to compensate us for the additional work. If we are unable to successfully negotiate a change order, or fail to obtain adequate compensation for these matters, we could be required to record in the current period an adjustment to revenue and profit recognized in prior periods. ~~Such adjustments, if substantial, could have a material adverse effect on our financial position, results of operations and cash flows.~~

Our failure to adequately recover on claims brought by us against contractors, project owners or other project participants for additional contract costs could have a negative impact on our results of operations and financial condition, liquidity and on our credit facilities. 16

17Such adjustments, if substantial, could have a material adverse effect on our financial position, results of operations and cash flows.

InWe ~~certain~~may ~~circumstances,~~be weunable ~~assert~~to orrecover ~~have asserted claims against project contractors, owners, engineers, consultants, subcontractors or others involved in a project for~~ additional claimed costs ~~exceeding~~on ~~the contract price or for amounts not included in the original contract price. These types of claims occur due to matters such as delays~~projects, ~~inefficiencies or errors caused by others or changes from the initial project scope, all of~~ which ~~may~~could ~~result~~adversely inaffect ~~additional~~our ~~costs.~~profitability ~~Often, these claims can be the subject of lengthy negotiations, arbitration or even litigation proceedings,~~ and ~~it is difficult to accurately predict when and on what terms these claims will be ultimately resolved~~liquidity.

~~The~~In ~~potential~~certain ~~impact~~circumstances, ofwe ~~recoveries~~assert ~~for~~ claims ~~may~~against beproject ~~material~~owners, ~~in future periods when they~~contractors, ~~or a portion of them~~subcontractors, ~~become probable and estimable or are settled and therefore these claims have the ability to negatively impact our results of operations and financial condition. For example~~engineers, ~~we could have estimated and reported a profit on a contract over several periods and later determined~~consultants, ~~that all~~ or aother ~~portion~~parties ofinvolved ~~such~~in ~~previously~~a ~~estimated~~project ~~and~~for ~~reported~~additional ~~profits~~costs ~~were~~incurred ~~overstated~~beyond ~~due to~~ the ~~results~~original ofcontract ~~the~~price. ~~settlement~~These ofclaims amay ~~claim.~~arise Iffrom ~~this occurs~~delays, ~~the full aggregate amount of the overstatement would be reported for the period in which such determination is made~~inefficiencies, ~~thereby offsetting all or a portion of any profits from other contracts that would be reported in such period~~errors, or ~~even~~changes ~~resulting~~ in aproject ~~loss~~scope ~~being~~caused ~~reported~~by ~~for~~other ~~such period~~parties. OnThe aresolution ~~historical basis and in accordance with generally accepted accounting principles in the United States~~ of ~~America, we have used a detailed process in estimating and accounting for these claims and we believe that we have typically made reliable estimates of~~ such claims. ~~However, given the uncertainties associated with these types of claims, it~~ is ~~possible~~often ~~for~~subject ~~actual recoveries~~ to ~~materially~~lengthy ~~and~~negotiations, ~~adversely vary from estimates previously made~~arbitration, ~~which may result in reductions~~ or ~~reversals~~litigation, ~~of previously recorded revenue~~ and ~~profits.~~the Wetiming ~~could also recognize additional revenue~~ and ~~profits~~ultimate ~~when~~amount ~~the~~of ~~final~~recovery, ~~settlements~~if ~~exceed~~any, ~~our~~are ~~recorded~~inherently ~~estimates~~uncertain.

InRecoveries ~~addition,~~related ~~when~~to ~~these types of~~ claims ~~are made, we~~ may ~~use~~be ormaterial ~~have~~in ~~used~~the ~~working~~periods ~~capital~~in towhich ~~cover~~they ~~cost~~are ~~overruns~~resolved ~~pending~~or ~~the~~become ~~resolution~~probable ~~of the relevant claims~~ and ~~may~~estimable. ~~incur~~If ~~additional~~actual ~~costs when pursuing such potential~~ recoveries. Aare ~~failure~~less tothan ~~recover~~amounts onpreviously ~~these types of claims promptly and fully could have a negative impact on our financial position~~estimated, ~~results~~we ~~of operations, cash flows and liquidity. Moreover, our use of working capital to cover cost overruns related to pending claims~~ may ~~impact~~be ~~our~~required ~~ability~~ to ~~meet~~reduce ~~our credit agreement covenants~~ or ~~limit~~reverse ~~the~~previously ~~use~~recognized ofrevenue ~~our~~or ~~credit agreements. If we default under our credit agreements~~profit, itwhich could result in, ~~among~~significant ~~other~~volatility ~~things,~~in usour nooperating ~~longer~~results ~~being entitled to borrow under one or more of the credit agreements~~and, ~~acceleration~~in ofsome ~~the maturity of outstanding indebtedness under the agreements~~cases, ~~foreclosure~~cause ~~on collateral securing the obligations under the agreements or require~~ us to ~~enter~~report ~~into~~losses ~~amendments~~in ~~and/or~~a ~~waivers~~given toperiod. ~~those~~Conversely, ~~credit~~settlements ~~agreements~~in ~~that~~excess ~~may~~of ~~place~~recorded ~~additional~~estimates ~~requirements~~could onincrease usrevenue and ~~that~~profit ~~cost~~in usthe ~~additional~~period ~~amounts~~of ~~payable to our lenders~~resolution.

WeIn ~~place~~addition, ~~significant~~we ~~decision~~may ~~making~~be ~~powers~~required ~~with~~to ~~our~~use ~~business~~working ~~units’~~capital ~~management,~~to ~~which~~fund ~~presents~~cost ~~certain~~overruns ~~risks~~while ~~that~~claims remain unresolved and may ~~cause~~incur additional costs in pursuing such recoveries. Delays or failures in recovering claimed amounts could adversely affect our cash flows and liquidity. To the ~~operating~~extent ~~results~~that working capital usage increases or profitability declines as a result of ~~individual~~unresolved ~~branches~~claims, our ability to ~~vary~~comply with financial covenants under our credit facilities or to access available borrowing capacity could be adversely affected. Any default under our credit agreements could result in, among other things, restrictions on borrowing, acceleration of indebtedness, foreclosure on collateral, or the need to obtain amendments or waivers on unfavorable terms.

We ~~operate~~place from various locations across the eastern United States, supported by corporate executives and services, with local business unit management retaining responsibility for day-to-day operations and adherence to applicable laws. We believe that our practice of placing significant decision -making powers with ~~local management is important to~~ our ~~successful~~business ~~growth and allows us to be responsive to opportunities and to our customers~~units’ ~~needs. However~~management, ~~this~~which ~~practice can make it difficult to coordinate procedures across our operations and~~ presents certain risks, ~~including the risk~~ that we may because slower or less effective in our attempts to identify or react to problems affecting an important business issue than we would under a more centralized structure, or that we would be slower to identify a misalignment between a subsidiary’s and our overall business strategy. If a subsidiary location fails to follow our compliance policies, we could be made party to a contract, arrangement or situation with exposure to large liabilities or that has less advantageous terms than is typically found across the ~~markets~~operating ~~in which we operate. Likewise, inconsistent implementation of corporate strategy and policies at the local level could materially and adversely affect our financial position,~~ results of ~~operations,~~individual ~~cash~~branches ~~flows~~to ~~and prospects~~vary.

We operate from various locations across the Eastern and Midwestern regions of the United States, supported by corporate executives and services, with local business unit management retaining responsibility for day-to-day operations and adherence to applicable laws. We believe that our practice of placing significant decision-making powers with local management is important to our successful growth and allows us to be responsive to opportunities and to our customers’ needs. However, this practice can make it difficult to coordinate procedures across our operations and presents certain risks, including the risk that we may be slower or less effective in our attempts to identify or react to problems affecting an important business issue than we would under a more centralized structure, or that we would be slower to identify a misalignment between a subsidiary’s and our overall business strategy. If a subsidiary location fails to follow our compliance policies, we could be made party to a contract, arrangement or situation with exposure to large liabilities or that has less advantageous terms than is typically found across the markets in which we operate. Likewise, inconsistent implementation of corporate strategy and policies at the local level could materially and adversely affect our financial position, results of operations, cash flows and prospects.

The operating results of an individual location may differ from those of another location for a variety of reasons, including market size, local customer base, regional construction practices, competitive landscape, regulatory requirements, state and local laws and local economic conditions. As a result, certain of our locations may experience higher or lower levels of profitability and growth than our other locations.

Acquisitions, divestitures, and other strategic transactions ~~could~~may fail to achieve anticipated financial or strategic ~~objectives,~~benefits and could disrupt our ~~ongoing~~ business, and adversely ~~impact~~affect our results of operations.

We have ~~been~~ pursued and may ~~pursue~~continue into ~~the~~pursue ~~future selective~~ acquisitions toand ~~expand,~~other ~~complement,~~strategic ortransactions ~~diversify our business~~ as ~~growing by acquisition is~~ part of our ~~stated~~ growth strategy. We cannot ~~provide~~assure ~~assurances~~ that we will be able to identify suitable acquisition targets, orcomplete ~~that~~transactions ~~we will be able to consummate acquisitions~~ on ~~terms and conditions~~ acceptable toor usfavorable terms, or ~~that~~successfully ~~the~~integrate acquired businesses ~~will be profitable~~. Acquisitions may expose us to ~~additional~~operational, ~~business~~financial, ~~risks~~legal, ~~different than those we have traditionally experienced. We also may encounter difficulties or failure to integrate acquired businesses~~ and ~~successfully~~regulatory ~~managing~~risks ~~the~~that ~~growth~~differ wefrom ~~expect~~those toassociated ~~experience~~with ~~from~~our ~~these~~existing ~~acquisitions~~operations.

18The success of any acquisition depends on our ability to effectively integrate the acquired business, including its operations, personnel, systems, controls, and culture, while maintaining customer relationships and operational performance. Difficulties in integration, unexpected costs, failure to achieve anticipated synergies, or the diversion of management attention could adversely affect our business and operating results.

WeAcquisitions may ~~choose~~also toresult ~~finance~~in ~~future~~the ~~acquisitions~~assumption ~~with~~of ~~debt,~~liabilities ~~equity,~~that ~~cash~~were ornot afully ~~combination~~anticipated ofat the ~~three.~~time ~~Future~~of ~~acquisitions~~the ~~could~~transaction, ~~dilute~~including ~~earnings.~~environmental, Tolabor, ~~the~~pension, ~~extent~~tax, weor ~~succeed~~other incontingent ~~making~~liabilities. ~~acquisitions~~In addition, aacquiring ~~number~~businesses ofwith ~~risks~~unionized ~~may result, including:~~

~~•the transaction may not effectively advance our business strategy, and its anticipated benefits may never materialize;~~17

~~•the~~workforces ~~assumption of material liabilities~~ or ~~inability~~participation toin ~~realize the cost savings or other financial benefits anticipated prior to acquisition (including environmental-related costs and~~ multiemployer pension plans (“MEPP”) ~~through failure of due diligence to uncover situations that~~ could ~~result~~increase inour ~~legal~~ exposure or to ~~quantify~~labor-related ~~the~~risks ~~true~~or ~~liability~~pension ~~exposure from known risks;~~obligations.

•We may finance acquisitions through the ~~assumption~~use of ~~multiemployer~~cash, ~~pension~~debt, ~~plans~~equity, ~~(“MEPP”)~~or ~~liability~~a incombination ~~the~~thereof. ~~event~~Additional ofindebtedness ancould ~~acquisition~~increase ~~with~~leverage ~~existing~~and ~~unions~~interest expense, ~~and~~while anequity ~~increased~~issuances ~~exposure~~could tobe ~~challenges~~dilutive to existing stockholders. Furthermore, the ~~structure~~costs ofassociated ~~our~~with ~~union~~unsuccessful or abandoned acquisition efforts, including transaction, advisory, and ~~non~~integration-~~union~~related ~~subsidiaries~~expenses, ~~and~~could ~~operations~~adversely ifaffect anour ~~open~~financial ~~shop~~position, ~~business~~results isof ~~acquired;~~operations, and cash flows.

~~•any~~Our ~~additional~~failure ~~indebtedness~~to ~~incurred~~successfully inintegrate ~~connection~~acquired ~~with~~businesses ancould ~~acquisition~~adversely ~~may~~affect ~~impact~~ our ~~financial~~operating ~~position,~~ results ~~of operations,~~ and ~~cash~~financial ~~flows~~condition.

~~Furthermore,~~The ~~the~~realization ~~costs~~of ~~associated~~anticipated ~~with~~benefits afrom ~~failed~~acquisitions ~~acquisition~~depends oron ~~attempted~~our ~~acquisition~~ability ~~transaction~~to ~~could~~successfully ~~have~~integrate anacquired ~~adverse~~businesses ~~effect~~into on our ~~financial~~existing ~~position~~operations. Integration efforts involve significant operational, ~~results~~financial, ofand ~~operations~~managerial challenges and ~~cash~~require ~~flows~~substantial management attention and resources.

~~Our~~Difficulties ~~failure~~in tointegration ~~successfully~~may ~~integrate~~include ~~acquisitions~~the ~~could~~diversion ~~adversely~~of ~~affect~~management ~~our~~focus from existing operations; challenges in aligning business strategies, cultures, and operating practices; the loss of key employees or customers of the acquired business; and complications in integrating accounting, information technology, human resources, and other administrative systems. We may also experience increased complexity in areas such as financial ~~results~~reporting, internal controls, tax planning, and treasury management as a result of integrating acquired businesses.

~~The~~If ~~success~~integration ofefforts ~~our~~take ~~stated~~longer ~~growth~~or ~~strategy~~cost ~~depends~~more onthan ~~our~~anticipated ~~ability~~or toare ~~realize~~unsuccessful, ~~the~~we ~~anticipated~~may ~~benefits~~fail ~~from~~to ~~the~~achieve ~~acquired~~expected ~~businesses~~operational efficiencies or revenue growth, ~~such~~incur asunanticipated ~~the~~costs, ~~expansion~~or ofexperience disruptions to our existing operations. ~~and~~These ~~elimination~~outcomes could adversely affect our results of ~~redundant~~operations ~~costs.~~and Tofinancial ~~realize~~position. ~~these~~In ~~benefits~~addition, wea ~~must~~failure to successfully integrate ~~the~~acquisitions ~~operations~~could ofresult ~~the~~in ~~acquired~~impairment ~~businesses~~charges ~~with~~related ~~our~~to ~~existing~~goodwill ~~operations.~~or ~~Integrating~~other ~~acquired~~intangible ~~businesses~~assets, ~~involves~~which acould ~~number~~materially ofand ~~operational~~adversely ~~challenges~~affect ~~and~~our ~~risks,~~earnings ~~including:~~in the period recognized.

•diversion of management’s attention from our existing business;

•inability to successfully convert acquisitions to our operational business strategy;

•difficulties in the retention of management and other key employees, the assimilation of different cultures and practices, broad and geographically dispersed personnel and operations, and the retention of customers or key employees of an acquired business could negatively impact our business and the acquired business;

•unanticipated issues in integrating an acquired business’s accounting, information technology, human resources, and other administrative systems may fail to permit effective management and expense reduction; and

•the risk of additional financial and accounting challenges and complexities in areas such as tax planning, treasury management, financial reporting and internal controls.

These factors could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy, which could adversely affect our results of operations and financial position. Additionally, any impairment of goodwill or other intangible assets as a result of our failure to successfully integrate acquisitions could adversely affect our results of operations and financial position.

Design/Build and Design/Assist contracts subject us to the risks of design errors and omissions.

Design/Build projects provide the customer with a single point of responsibility for both design and construction. When we are awarded these projects, we typically perform the design and engineering work in-house. On other projects, we are not the designer, but provide assistance directly to the project design team. In the event that a design error or omission by us causes damage, there is risk that we, our subcontractors or the respective professional liability or errors and omissions insurance would not be able to absorb the liability. Any liability resulting from an asserted design defect with respect to our projects may have a material adverse effect on our financial position, results of operations and cash flows.

IfDelays wein, ~~experience~~disputes ~~delays~~over, ~~and/~~or defaults inon customer payments, we could beadversely ~~unable~~affect toour ~~recover~~liquidity, ~~all~~results ~~expenditures~~of operations, and financial condition.

Due to the nature of our contracts, we ~~sometimes~~often ~~commit~~incur ~~resources~~project-related tocosts ~~projects~~and ~~prior~~commit tolabor, ~~receiving~~materials, ~~payments~~and ~~from~~other ~~the~~resources ~~customers~~before inreceiving ~~amounts~~corresponding ~~sufficient~~payments tofrom ~~cover~~customers. ~~expenditures~~As ona ~~projects~~result, aswe ~~they~~ are ~~incurred.~~exposed ~~Delays~~to inthe ~~customer~~risk ~~payments~~of ~~may~~delayed ~~require~~payments, usdisputed tobillings, ~~make~~retainage, aor ~~working capital investment. If a~~ customer defaults, inwhich ~~making~~may ~~their~~require ~~payments~~us onto afund project tocosts ~~which~~through weworking ~~have~~capital ~~devoted~~or ~~resources,~~external ~~it could have a material negative effect on our financial position, results of operations and cash flows~~financing.

If customers delay payments, dispute amounts billed, experience financial difficulties, or default on their payment obligations, we may be unable to recover all costs incurred on affected projects, may be required to increase allowances for credit losses, or may experience reduced cash flows. Any such developments could materially and adversely affect our liquidity, financial position, results of operations, and cash flows.

Unsatisfactory safety performance could subject us to penalties and/or litigation, restrict our ability to pursue certain projects, increase operating costs, and adversely affect our employees’ morale and retention.

Our operations are conducted at both leased and owned office locations and at a variety of customer sites, including construction sites and industrial facilities, and involve activities that present inherent health and safety risks. These risks include accidents, equipment failures, exposure to hazardous conditions or materials, and transportation-related incidents involving Company-owned or employee-operated vehicles. Safety incidents could result in personal injury or loss of life, damage to property or equipment, operational disruptions, and significant legal, regulatory, and financial exposure.

Serious safety incidents may subject us to regulatory penalties, civil litigation, or, in more serious cases, criminal liability, and could result in increased insurance costs and other operating expenses. In addition, our safety performance is evaluated by

customers using metrics such as Experience Modification Rates (“EMRs”). If the EMR for one or more of our operating units exceeds customer-established thresholds, we may be restricted from bidding on or performing certain projects.

Poor safety performance could also damage our reputation, strain customer relationships, negatively impact our employees’ morale, and contribute to higher employee turnover. Any of these outcomes could materially and adversely affect our financial position, results of operations, cash flows, and long-term growth prospects.

Our inability to effectively plan for and utilize our workforce could adversely affect our customer relationships, profitability and operating results.

The effective utilization of our workforce is critical to our profitability and ability to execute projects efficiently. Underutilization of labor resources may result in higher overhead absorption, lower gross margins, and reduced short-term profitability. Conversely, overutilization of our workforce may negatively impact employee safety, morale, and retention, and could impair project execution and quality, which may reduce our ability to secure future work.

Workforce utilization is influenced by a number of factors, including the accuracy of our headcount planning, our ability to attract and retain skilled labor, productivity levels, project scheduling efficiency, labor disputes, and the timing of project awards and completions. If we are unable to effectively balance workforce capacity with project demand, we may experience increased costs, execution challenges, or reduced margins, any of which could materially and adversely affect our results of operations and profitability.

Our union and open shop operations subject us to labor relations risks, including potential disputes, work stoppages, and challenges to our corporate structure, which could adversely affect our business and results of operations.

We operate through subsidiaries that employ both union and non-union workforces. This operating model exposes us to the risk that one or more labor unions could challenge the structure of our union and open shop operations or allege violations of labor laws or collective bargaining obligations. An adverse outcome resulting from such a challenge could require changes to our operating structure or practices and could materially and adversely affect our financial position, results of operations, and cash flows.

In addition, a significant portion of our craft workforce is covered by collective bargaining agreements. Although we have not experienced material disruptions from strikes, work stoppages, or other labor disputes in recent periods, there can be no assurance that such actions will not occur in the future. Any strike, work stoppage, slowdown, or failure to renew collective bargaining agreements on acceptable terms could disrupt our operations, delay project execution, increase labor costs, or reduce our ability to perform work, which could materially and adversely affect our financial position, results of operations, and cash flows.

Our failure to effectively execute our business strategy, including our increased focus on owner-direct relationships, could adversely affect our business and results of operations.

Our long-term performance depends on our ability to make appropriate strategic decisions and to effectively execute our business strategy. In recent years, we have increasingly focused on expanding our owner-direct relationships and growing our operations, maintenance, and other service-oriented offerings, while limiting the scope of general contractor relationship work. This strategy requires significant investments in personnel, systems, training, and sales capabilities, as well as the successful development and retention of customer relationships.

The success of this strategy depends on a number of assumptions and judgments, including our ability to accurately assess market demand, identify and target appropriate customers, attract and retain experienced employees, scale operations efficiently, and deliver services at acceptable margins. If we are unable to execute this strategy effectively, or if market conditions, customer preferences, or competitive dynamics differ from our expectations, we may fail to achieve anticipated growth, profitability, or returns on investment.

In addition, a continued shift in resources away from certain areas of our business may limit our ability to respond to changes in market conditions or customer demand. Any failure to successfully execute our business strategy could materially and adversely affect our financial position, results of operations, cash flows, and long-term growth prospects.

Our success depends on the continued contributions of key members of our management team, and the loss of one or more of these individuals could adversely affect our business and results of operations.

~~Unsatisfactory~~Our ~~safety~~future performance ~~may~~depends, ~~subject~~in uspart, toon ~~penalties~~the leadership, ~~affect~~experience, ~~customer~~and ~~relationships,~~expertise ~~result~~of inour ~~higher~~senior ~~operating~~management ~~costs~~and other key personnel. These individuals possess significant industry knowledge, ~~negatively~~institutional ~~impact~~experience ~~employee~~and ~~morale~~a comprehensive understanding of the Company’s operations, and ~~result~~replacing inthem ~~higher~~could ~~employee~~be ~~turnover~~difficult and time-consuming.

~~Our~~We ~~work~~cannot isassure ~~conducted~~that atwe ~~offices~~will ~~the~~be ~~Company~~able ~~leases, as well as a variety of sites including construction sites and industrial facilities. Each location is subject~~ to ~~numerous~~retain ~~health~~all ~~and~~members safety risks, including electrocutions, fires, explosions, mechanical failures, exposure to hazardous materials, weather-related incidents, motor vehicle and transportation accidents and damage to equipment. In addition, we lease a sizeable fleet of ~~vehicles operated by~~ our ~~employees,~~management ~~and~~team ~~many~~or ofthat ~~our~~suitable ~~employees~~successors ~~operate~~would ~~their~~be ~~personal~~available ~~vehicles~~if inone ~~the~~or ~~course~~more ~~and~~key ~~scope~~individuals ofwere ~~their employment, traveling~~ to ~~and~~depart ~~from~~or ~~the~~was ~~sites~~unable ~~and~~to ~~our~~continue ~~facilities~~working. ~~These~~The ~~hazards can cause personal injury and~~ loss of ~~life~~key personnel, ~~severe damage to~~ or ~~destruction~~an ofextended ~~property~~transition ~~and~~period ~~equipment~~required ~~and~~to ~~other~~replace ~~consequential damages~~them, ~~and~~ could ~~lead~~disrupt toour ~~suspension of~~ operations, ~~large~~impede ~~damage~~or ~~claims~~delay ~~and, in extreme cases, criminal liability. While we have taken what we believe are appropriate precautions to minimize health and safety risks, we have experienced serious incidents in~~ the ~~past~~execution ~~and~~of ~~may~~our ~~experience~~business ~~additional incidents in the future. Serious accidents may subject us to penalties~~strategy, ~~civil~~negatively ~~litigation~~affect orcustomer ~~criminal prosecution. Claims for damages to persons~~relationships, ~~including claims for bodily injury or loss of life, could result in significant costs~~ and ~~liabilities, which could~~ adversely ~~affect~~impact our financial position, results of operations, and cash flows. In addition, like other companies in our industry, we track our injury history in the form of an Experience Modification Rate (“EMR”). In the event that the EMR associated with certain of our operating units exceeds the minimum threshold set by customers, we may be unable to pursue certain projects. Poor safety performance could also jeopardize our relationships with our customers and harm our reputation.

~~Our~~If ~~inability~~we are unable to ~~properly~~attract ~~utilize~~and ~~our~~retain ~~workforce~~qualified ~~could~~personnel, ~~have~~subcontractors, ajoint ~~negative~~venture ~~impact~~partners, onand suppliers, our ~~profitability~~ability to operate efficiently and profitably could be adversely affected.

~~The~~Our ~~extent~~business tois ~~which~~labor weintensive ~~utilize~~and ~~our~~depends ~~workforce~~on ~~affects~~the ~~our~~availability ~~profitability.~~of ~~Underutilizing~~qualified ~~our~~management, ~~workforce~~technical, ~~could~~and ~~result~~field inpersonnel, ~~lower~~as ~~gross~~well ~~margins~~as ~~and~~reliable subcontractors, ~~consequently~~joint venture partners, aand ~~decrease~~suppliers. inCompetition ~~our~~for ~~short-term~~skilled ~~profitability.~~labor Onin ~~the~~our ~~other~~industry ~~hand~~is intense, ~~overutilization~~and ofin ~~our~~certain ~~workforce~~geographic ~~could~~markets ~~negatively~~it ~~impact~~can ~~safety,~~be ~~employee~~difficult ~~satisfaction,~~to ~~attrition,~~attract and ~~project~~retain ~~execution,~~qualified ~~leading~~individuals. toLabor aavailability ~~potential~~may ~~decline~~also inbe ~~future~~affected ~~project~~by ~~awards.~~general ~~The~~or ~~utilization~~local ofeconomic ~~our~~conditions, ~~workforce~~demographic istrends, ~~impacted~~and byconditions ~~numerous~~specific ~~factors,~~to ~~including:~~the construction and building services industry.

~~•our~~If ~~estimates~~we are unable to attract or retain a sufficient number of ~~headcount~~qualified ~~requirements~~personnel, ~~and~~or if turnover rates increase, we may experience reduced productivity, project execution challenges, or delays in completing work in backlog. In addition, labor shortages may result in higher wage rates, increased overtime, or reliance on less experienced personnel, all of which could disrupt our ~~ability~~operations, toincrease ~~manage~~costs ~~attrition;~~and reduce profitability.

~~•efficiency~~Our inoperations ~~scheduling~~also ~~projects~~depend on the performance and availability of subcontractors, joint venture partners, and suppliers. If these parties experience labor shortages, financial difficulties, or other disruptions, our ability to ~~minimize~~execute ~~downtime~~projects ~~between~~efficiently ~~project~~could ~~assignments;~~be adversely affected. Furthermore, our relationships with certain customers could be negatively impacted if we are unable to maintain continuity of personnel with whom those customers have established working relationships. Any of these factors could materially and adversely affect our business, results of operations, and cash flows.

•productivity;

•labor disputes; and

•availability of skilled labor at any given time.

Our business has union and open shop operations, subjecting the business to risk for labor disputes.

We have separate subsidiary employers that have union and non-union operations. There is a risk that our corporate structure and operations in this regard could be challenged by one or more of the unions to which the employees belong. An adverse claim or judgment resulting from such a challenge could have a material adverse effect on our financial position, results of operations and cash flows.

Strikes or work stoppages could have a negative impact on our operations and results.

We are a party to collective bargaining agreements covering a majority of our craft workforce. Although strikes, work stoppages and other labor disputes have not had a significant impact on our operations or results of operations in the recent past, any such labor actions, or our inability to renew the collective bargaining agreements, could materially and adversely impact our financial position, results of operations and cash flows if they occur in the future.

Our business may be negatively affected by our failure to properly execute our business strategy.

In order to maintain and grow our business, we must make strategic decisions about our current and future business plans and effectively execute upon those plans. Our principal focus over the past few years, and a focus that we plan to continue in coming years, is the accelerated growth of our ODR segment, which includes maintenance services, small projects, building controls installation and service, building environment management and performance services, and other project opportunities performed direct for building owners. We are focused on expanding the number and breadth of owner relationships that we serve on a direct basis and to leverage these expanded owner-direct relationships to deliver a broad suite of services. We have made substantial investments to expand our ODR segment by increasing the value we can offer to service and maintenance customers. We continue to actively concentrate managerial and sales resources on training and hiring experienced employees to sell and profitably perform ODR work. With our ODR-centric focus, we’ve lessened, and continue to lessen, our resources allocated to our GCR segment and continue to limit the GCR-related work we pursue. Although we believe our ODR-centric

focus addresses the needs of our business and its long-term objectives, our strategy is based on certain assumptions and forecasts, which are subject to risks and uncertainties, including whether we have accurately identified the issues, targeted the appropriate market customers, and executed our strategic efforts at the appropriate scale and scope, as well as continuing to do so. Consequently, the continued business transition to an ODR-centric focus may not be successful in yielding the intended results. Our business and financial results may be adversely impacted if we do not successfully execute our business strategy.

Our success depends upon the continuing contributions of certain key personnel, each of whom would be difficult to replace. If we lose the benefit of the experience, efforts and abilities of one or more of these individuals, our operating results could suffer.

Our continuing success depends on the performance of our management team. We rely on the experience, efforts and abilities of these individuals, each of whom would be difficult to replace. We cannot guarantee the continued employment of any of our key executives who may choose to leave the company for any number of reasons, such as other business opportunities, differing views on strategic direction, etc. If we lose members of our management team, our business, financial position, results of operations, cash flows, and customer base, as well as the market price of our common stock, could be adversely affected.

If we are unable to attract and retain qualified managers, employees, joint venture partners, subcontractors and suppliers, we will be unable to operate efficiently, which could reduce our profitability.

Our business is labor intensive, and many of our operations experience a high rate of employee turnover. It is often difficult to find qualified personnel in certain geographic areas where we operate. Additionally, our business is managed by a small number of key executive and operational officers. Generally, the industry is facing a shortage of trained, skilled, and qualified management, operational, and field personnel. We may be unable to hire and retain the skilled labor force necessary to operate efficiently and to support our growth strategy or to execute our work in backlog. Changes in general or local economic conditions and the resulting impact on the labor market and on our joint venture partners, subcontractors and suppliers, may make it difficult to attract or retain qualified individuals in the geographic areas where we perform our work. Our labor expenses may increase as a result of a shortage in the supply of skilled and other personnel. Labor shortages, increased labor costs or the loss of key personnel could reduce our profitability and negatively impact our business. Further, our relationship with some customers could suffer if we are unable to retain the employees with whom those customers primarily work and have established relationships.

Misconduct by our employees, subcontractors or partners, or our overall failure to comply with laws or regulations could harm our reputation, damage our relationships with customers, reduce our revenue and profits, and subject us to criminal and civil enforcement actions.

Misconduct, fraud, non-compliance with applicable laws and regulations, or other improper activities by one or more of our employees, subcontractors, suppliers or partners could have a significant negative impact on our business and reputation. Examples of such misconduct include employee or subcontractor theft, the failure to comply with safety standards, state-specific laws related to automobile operations (including mobile phone usage), customer requirements, environmental laws, DBE regulatory compliance, and any other applicable laws or regulations. ~~While~~The precautions we take ~~precautions to prevent and detect these activities, such precautions~~ may not be effective and are subject to inherent limitations, including human error and fraud. Our failure to comply with applicable laws or regulations or acts of misconduct could subject us to fines and penalties, harm our reputation, damage relationships with customers, reduce our revenue and profits, and subject us to criminal and civil enforcement actions.

Failure to ~~provide~~perform our services in accordance with professional standards or contractual requirements could expose us to significant ~~monetary~~liability ~~damages~~and adversely affect our business and results of operations.

Our services ~~often~~frequently involve professional ~~judgments~~judgment ~~regarding~~in the planning, design, ~~development~~construction, ~~construction~~operation, ~~or operations~~ and ~~management~~maintenance of complex facilities. ~~Although~~If weour ~~have~~services ~~adopted~~fail ato ~~range~~meet ofapplicable ~~insurance,~~professional ~~risk~~standards ~~management,~~or ~~and~~contractual ~~risk~~requirements, ~~avoidance~~or ~~programs~~if ~~designed to reduce potential liabilities,~~ a catastrophic event occurs at ~~one~~a ~~of our~~ project ~~sites~~site or a completed project, ~~resulting~~that ~~from~~is ~~the~~alleged ~~services~~to webe ~~have~~related ~~performed~~to our work, we could ~~result~~be insubject to significant professional orliability, product liability, ~~and~~ warranty, or other claims ~~against us~~, as well as reputational harm. These liabilities could exceed our insurance limits or impact our ability to obtain insurance in the future. Further, even where insurance coverage applies, such policies have limits and deductibles or retentions, which could result in our assumption of exposure for certain amounts with respect to any claim filed against us. In addition, customers or subcontractors who have agreed to indemnify us against any such liabilities or losses might refuse or be unable to uphold their obligations to us. An uninsured claim, either in part or in whole, as well as any claim covered by insurance but subject to a policy limit, high deductible and/or retention, could have a material adverse effect on our business, financial condition, and results of operations.

21Although we maintain insurance coverage and risk management programs intended to mitigate potential liabilities, such coverage is subject to policy limits, exclusions, deductibles, and self-insured retentions, and may not be sufficient to cover all claims or losses. In addition, claims may exceed available insurance limits, or insurance coverage may not be available on acceptable terms in the future.

~~Our~~We ~~dependence~~may also rely on indemnification obligations from customers, subcontractors, ~~and~~or ~~suppliers~~other ofthird ~~equipment~~parties; ~~and~~however, ~~materials~~such ~~could~~parties ~~increase~~may ~~our~~dispute ~~costs~~their ~~and~~obligations ~~impair~~or ~~our~~be ~~ability~~unable to ~~complete~~satisfy ~~contracts~~them. onAny auninsured ~~timely~~or ~~basis~~underinsured liability, or atfailure ~~all~~of a third party to fulfill indemnification obligations, ~~which~~could ~~would~~materially and adversely affect our ~~profits~~business, financial position, results of operations, and cash ~~flow~~flows.

We rely heavily on third-party subcontractors to perform some, and often a majority, of the work on many of our contracts. We also rely almost exclusively on third-party suppliers to provide the equipment and materials (including pipe, sheet metal and control systems) for our contracts. If we are unable to retain qualified subcontractors or suppliers, or if our subcontractors or suppliers do not perform as anticipated for any reason, our execution and profitability could be harmed. By contract, we remain liable to our customers for the performance or failures of our subcontractors and suppliers.20

WeOur ~~generally~~dependence ~~do not bid~~ on ~~projects~~subcontractors ~~unless~~and ~~we have commitments from~~ suppliers ~~for~~could ~~the~~increase ~~materials and equipment and from subcontractors for the services required to complete the projects at prices that have been included in the bid. Thus~~costs, todisrupt ~~the~~project ~~extent that we cannot obtain commitments from our suppliers for materials and equipment~~execution, and ~~from~~adversely ~~subcontractors~~affect ~~for services needed, or to the extent such commitments are on terms that are adverse to the Company,~~ our ~~ability~~profitability to bid for contracts may be impaired or we may experience reduced profit or a loss on a contract. In addition, if a supplier or subcontractor is unable to deliver materials, equipment or services according to the negotiated terms of a supply/services agreement for any reason, including the deterioration of our financial condition, we may suffer delays and becash ~~required to purchase the materials, equipment and services from another source at a higher price or incur other unanticipated costs~~flows. ~~This may reduce the profit to be realized, or result in a loss, on a contract.~~

~~Recent~~We ~~labor~~rely ~~shortages~~extensively ~~may~~on ~~also~~third-party ~~lead~~subcontractors to ~~higher~~perform ~~wages~~a ~~for~~significant ~~employees~~portion ~~and~~of ~~higher~~the ~~costs~~work toon ~~purchase~~many ~~the~~of ~~services~~our ofcontracts and on third-party ~~subcontractors.~~suppliers ~~Increases~~to inprovide ~~labor~~equipment ~~costs,~~and ~~such~~materials asrequired ~~increases~~for inproject ~~minimum~~execution. ~~wage~~If ~~requirements,~~we ~~wage~~are ~~inflation~~unable ~~and/or~~to ~~increased~~retain ~~overtime,~~qualified ~~reduce~~subcontractors ~~our~~or ~~profitability~~suppliers, ~~and~~or ~~that~~if ofthey ~~our~~fail ~~customers.~~to ~~Increases~~perform inas ~~such~~expected, ~~labor~~our ~~costs~~ability ~~for~~to aexecute ~~prolonged~~projects ~~period~~efficiently ofand ~~time~~profitably could ~~have~~be aadversely ~~material~~affected. ~~adverse~~Although ~~effect~~subcontractors onand suppliers perform portions of the ~~company’s~~work, ~~financial~~we ~~condition~~generally ~~and~~remain ~~results~~contractually ofresponsible ~~operations~~to our customers for their performance.

AnOur ~~increase~~ability to bid on and perform contracts depends, in ~~the~~part, ~~cost~~on orobtaining ~~the~~commitments ~~availability~~from ofsubcontractors and suppliers for labor, materials, and ~~commodities~~equipment ~~could~~at ~~affect~~prices and on terms consistent with our ~~profitability~~bids. If we are unable to obtain such commitments, or if commitments are withdrawn, delayed, or provided on unfavorable terms, we may be unable to pursue certain projects or may experience reduced margins or losses on awarded contracts. In addition, if subcontractors or suppliers fail to deliver materials, equipment, or services in accordance with agreed terms, we may be required to obtain alternative sources at higher cost or incur delays and other unanticipated expenses.

WeLabor ~~are exposed to market risks that may cause increases in the cost~~shortages, orwage ~~the availability of~~inflation, ~~materials, equipment~~ and ~~commodities~~increased ~~utilized~~costs infor ~~our~~subcontracted ~~operations.~~services ~~We have experienced, and~~ may ~~continue~~further toincrease ~~experience,~~project ~~delays~~costs and ~~cost~~reduce ~~volatility of these items due to supply chain disruptions, inflationary pressures, tariffs, regulatory slowdowns and market disruptions~~profitability. InSustained ~~addition, our customers’ budgets may be impacted by cost~~ increases ~~and~~in ~~reduced~~subcontractor ~~customer~~or ~~spending~~supplier ~~could lead to fewer project awards and more competition. These~~ costs ~~may be impacted by government regulations~~, ~~import~~disruptions ~~duties and tariffs, changes~~ in ~~currency exchange rates~~availability, ~~general~~or ~~economic~~failures ~~conditions and other circumstances beyond our control. We are also exposed to increases~~ in ~~energy~~performance ~~prices,~~could ~~particularly~~materially asand ~~they~~adversely ~~relate~~affect ~~to fuel prices for~~ our ~~fleet~~results ~~vehicles. Although we may attempt to pass on certain~~ of ~~these increased costs to our customers~~operations, wefinancial ~~may not be able to pass all of these cost increases on to our customers. As a result~~position, ~~our~~and ~~margins~~cash ~~may be adversely impacted by such cost increases~~flows.

~~Changes~~Increases in ~~energy~~the ~~prices~~cost ~~may~~or ~~increase~~reduced ~~our~~availability ~~costs~~of materials, ~~and~~equipment, wecommodities, ~~may~~or ~~not~~energy bedue ~~able~~ to ~~pass~~inflation, ~~along~~tariffs, ~~increased~~trade ~~energy~~policies, ~~costs~~or togeopolitical events could adversely affect our ~~customers~~profitability and operating results.

~~Energy~~Our ~~prices~~operations ~~fluctuate~~require ~~based~~significant onquantities ~~events outside~~ of ~~our~~materials, ~~control.~~equipment, Wecommodities, ~~could~~and beenergy, ~~adversely~~and ~~affected~~we byare ~~limitations~~exposed onto ~~fuel~~market ~~supplies~~risks orthat ~~increases~~may inincrease ~~energy~~costs ~~prices~~or ~~that~~limit ~~result~~availability. inWe ~~higher~~have ~~transportation~~experienced, and ~~equipment~~may ~~operation~~continue ~~costs.~~to ~~Although~~experience, wecost ~~may~~volatility beand ~~able~~supply todisruptions ~~pass~~resulting ~~through~~from ~~the~~inflationary ~~impact~~pressures, ofchanges ~~energy~~in ~~price~~tariffs ~~charges~~or totrade ~~some~~policies, ofsupply ~~our~~chain ~~customers~~disruptions, weregulatory ~~may~~actions, ~~not~~geopolitical beconflicts, ~~able~~sanctions, toor ~~pass~~other ~~all~~international oftrade ~~these~~restrictions. ~~cost~~Increases ~~increases~~in onfuel toand ~~our~~energy ~~customers.~~prices, Asincluding afuel ~~result,~~costs associated with our ~~margins~~vehicle ~~may~~fleet beand ~~adversely~~equipment ~~impacted~~operation, bymay ~~such~~further ~~cost~~increase ~~increases~~operating expenses.

WeChanges in trade policies, retaliatory tariffs, sanctions, or other governmental actions may beincrease ~~unable~~the tocost ~~identify~~of ~~and~~imported ~~contract~~materials ~~with~~or ~~qualified~~restrict ~~DBE~~the ~~contractors~~availability toof ~~perform~~certain asproducts ~~subcontractors~~used in our operations. In addition, geopolitical conflicts or global economic instability could negatively impact supply chains, reduce global trade, or increase competition for limited resources.

~~Certain~~Rising ofinput ~~our~~costs ~~projects~~may ~~include~~also ~~contract~~affect ~~clauses~~customer ~~requiring~~budgets, ~~DBE~~which ~~participation.~~could ~~The~~reduce ~~participation~~demand ~~clauses~~for ~~may~~our beservices, indelay ~~the~~project ~~form~~starts, ~~of a goal~~ or inincrease ~~the~~competition ~~form~~for ofavailable ~~a minimum amount of~~ work. ~~that~~Although ~~must~~we bemay ~~subcontracted~~attempt to apass ~~DBE~~certain ~~firm.~~cost Ifincreases wethrough ~~fail~~ to ~~complete~~customers, ~~these~~contractual ~~projects~~limitations, ~~with~~competitive ~~the minimum DBE participation~~pressures, weor ~~may~~timing bedelays ~~held responsible for breach of contract, which~~ may ~~include~~prevent ~~restrictions~~us onfrom ~~our~~recovering ~~ability~~all tosuch ~~bid on future projects, as well as monetary damages~~increases. ToIf ~~the extent~~ we are ~~responsible~~unable ~~for~~to ~~monetary~~mitigate ~~damages, the total costs of the project could exceed the original estimates, we could experience reduced profits~~ or arecover ~~loss~~higher ~~for~~input ~~that project~~costs, ~~and there could be a material adverse impact to~~ our ~~financial position~~margins, results of operations, and cash flows ~~and liquidity. Further, if we contract with a DBE contractor that is not properly qualified to perform a commercially useful function, we~~ could be ~~held~~materially ~~responsible~~and ~~for~~adversely ~~violation of federal, state or local laws related to DBE contracting~~affected.

Our inability to identify, contract with, or properly utilize qualified disadvantaged business enterprise (“DBE”) subcontractors could adversely affect our business and results of operations.

Certain of our projects include contractual requirements for participation by DBEs, which may be structured as participation goals or minimum subcontracting thresholds. If we are unable to meet applicable DBE participation requirements, we may be deemed in breach of contract, which could result in monetary damages, increased project costs, reduced profitability, or restrictions on our ability to bid on or be awarded future projects.

In addition, if we engage a DBE subcontractor that is not properly qualified or does not perform a commercially useful function, we could be subject to claims of non-compliance with federal, state, or local DBE regulations. Any failure to comply with DBE requirements, whether due to the unavailability of qualified DBE subcontractors or improper utilization, could result in regulatory enforcement actions, reputational harm, and material adverse effects on our financial position, results of operations, cash flows, and liquidity.

Our participation in construction joint ventures exposes us to liability and/or harm to our reputation for failures of our partners.

As part of our business, we are a party to special purpose, project specific joint venture arrangements, pursuant to which we typically jointly bid on and execute particular projects with other companies in the construction industry. Success on these joint projects depends upon the various risks discussed elsewhere in this section and on whether our joint venture partners satisfy their contractual obligations.

We and our joint venture partners are generally jointly and severally liable for all liabilities and obligations of the joint ventures. If a joint venture partner fails to perform or is financially unable to bear its portion of required capital contributions or other obligations, including liabilities stemming from lawsuits, we could be required to make additional investments, provide additional services or pay more than our proportionate share of a liability to make up for our joint venture partner’s shortfall. Furthermore, if we are unable to adequately address our joint venture partner’s performance issues, the customer may terminate the project, which could result in legal liability to us, harm to our reputation and reduction to our profit on a project. From time to time, we may be the controlling member of a joint venture; however, to the extent we are not controlling, we may have limited control over certain of the decisions made by the controlling member with respect to the work being performed by the joint venture. The other member(s) may not be subject to the same compliance and regulatory requirements. While we have processes and controls intended to mitigate risks associated with our joint ventures, to the extent the controlling member makes decisions that negatively impact the joint venture it could have a material adverse effect on our financial position, results of operations, cash flow and profits.

Our ability to obtain sufficient surety bonding is critical to our business, and any reduction in bonding capacity or availability could adversely affect our operations and results of operations.

Certain of our projects require the issuance of bid, performance, and payment bonds. Our ability to secure these bonds depends on the availability and terms of surety capacity, which may be affected by conditions in the financial and surety markets, macroeconomic factors, and the underwriting criteria of surety providers. Periods of reduced surety capacity may result in higher costs, more restrictive terms, or reduced availability of bonding.

Our surety providers are not obligated to issue bonds on our behalf and may limit, reduce, or withdraw bonding capacity at their discretion. If we are unable to maintain sufficient bonding capacity, we may be unable to bid on or perform certain projects or may be required to post collateral, such as letters of credit or cash, to secure bonds. Any such collateral requirements could reduce our liquidity and limit the capital available for other business purposes.

While we may seek alternative bonding arrangements or pursue projects that do not require surety bonds, there can be no assurance that such alternatives would be available on acceptable terms or at all. Any interruption or reduction in bonding capacity could materially and adversely affect our ability to compete for work, execute projects, and achieve our business objectives, and could negatively impact our financial position, results of operations, and cash flows.

Our insurance coverage may be insufficient to cover all potential liabilities, and adverse conditions in the insurance markets could increase our costs or limit our ability to obtain required coverage.

We maintain insurance coverage for certain risks inherent in our operations; however, many of our insurance policies are subject to high deductibles or self-insured retentions. As a result, we are responsible for a significant portion of losses associated with claims, and actual losses may exceed amounts accrued due to the inherent uncertainty in estimating claim frequency, severity, and ultimate settlement costs.

Our insurance coverage may also be insufficient to fully protect us against all potential liabilities, including claims that exceed policy limits, are excluded from coverage, or involve punitive or other damages not covered by insurance. If our risk management strategies or insurance coverage are not effective in mitigating these exposures, we could incur significant uninsured or underinsured losses, which could adversely affect our financial position, results of operations, and cash flows.

In addition, insurance markets have become more costly and restrictive in recent years, and insurers may increase premiums, impose higher deductibles or retentions, restrict coverage terms, or decline to renew coverage. Our insurers are not obligated to renew existing policies. If we are unable to obtain required insurance coverage on commercially reasonable terms, or at all, we may be unable to bid on or perform certain projects, which could materially and adversely affect our business, results of operations, and cash flows.

Our use of the cost-to-cost method of accounting requires significant estimates and judgments and may result in reductions or reversals of previously recognized revenue or profit.

A significant portion of our revenue is recognized over time using the cost-to-cost method of accounting, which requires us to estimate total contract revenue, costs, and expected profitability. These estimates are inherently subjective and depend on assumptions regarding project performance, labor productivity, material and subcontractor costs, change orders, claims, customer collectability, and other factors that may change over the life of a contract.

We review and revise these estimates on an ongoing basis as projects progress. If our estimates prove inaccurate, or if project conditions change, we may be required to adjust previously recognized revenue or profit. In certain circumstances, such

~~projects~~adjustments ~~depends~~may ~~upon~~result in the ~~various~~reversal ~~risks~~of ~~discussed~~profits ~~elsewhere~~recognized in ~~this~~prior ~~section~~periods ~~and~~or onthe ~~whether~~recognition ~~our~~of ~~joint~~contract ~~venture~~losses ~~partners~~in ~~satisfy~~the ~~their~~period ~~contractual obligations~~identified.

WeBecause ~~and~~adjustments ~~our~~under ~~joint venture partners are generally jointly and severally liable for all liabilities and obligations of~~ the ~~joint ventures. If a joint venture partner fails~~ cost-to-cost ~~perform~~method or is financially unable to bear its portion of required capital contributions or other obligations, including liabilities stemming from lawsuits, we could be required to make additional investments, provide additional services or pay more than our proportionate share of a liability to make up for our partner’s shortfall. Furthermore, if we are ~~unable~~recognized toin ~~adequately address our partner’s performance issues,~~ the ~~customer~~period ~~may~~in ~~terminate the project,~~ which ~~could~~they ~~result~~are ~~in legal liability to us~~determined, ~~harm~~revisions to ~~our~~estimates ~~reputation and reduction to our profit on a project. We~~ may because ~~the~~significant ~~controlling~~volatility ~~member~~in ofour areported ~~joint~~results ~~venture; however, to the extent we are not controlling, we may have limited control over certain~~ of ~~the~~operations ~~decisions made by the controlling member with respect to the work being performed by the joint venture. The other member(s) may not be subject to the same compliance~~ and ~~regulatory~~could ~~requirements. While~~materially ~~we have processes~~ and ~~controls~~adversely ~~intended~~affect ~~to mitigate risks associated with~~ our ~~joint ventures, to the extent the controlling member makes decisions that negatively impact the joint venture it could have a material adverse effect on our~~ financial position, results of operations, ~~cash flow~~ and ~~profits~~cash flows.

AWe ~~significant~~may ~~portion~~be ofrequired ~~our~~to ~~business~~record ~~depends~~impairment oncharges ~~our~~related ~~ability~~ to ~~provide~~goodwill ~~surety~~or ~~bonds.~~other ~~Any~~intangible ~~difficulties~~assets, inwhich ~~the~~could ~~financial~~adversely ~~and~~affect ~~surety markets may cause a material adverse effect on~~ our ~~bonding~~results ~~capacity~~of ~~and availability~~operations.

~~Certain~~We ofcarry ~~our~~significant ~~projects~~amounts ~~require~~of ~~construction~~goodwill ~~surety bonds (bid, payment,~~ and ~~performance~~identifiable ~~bonds).~~intangible ~~Historically,~~assets ~~surety~~on ~~market~~our ~~conditions~~consolidated ~~have~~balance ~~experienced~~sheets, ~~times~~primarily ~~of difficulty~~ as a result of ~~significant losses incurred by surety companies stemming from macroeconomic trends outside of our control~~acquisitions. ~~Consequently,~~These ~~during~~assets ~~times~~are ~~when~~subject ~~less~~to ~~overall~~periodic ~~bonding~~impairment ~~capacity~~assessments ~~is available in the market, surety terms have become more expensive~~ and more restrictive. We cannot guarantee our ability to maintain a sufficient level of bonding capacity in the future, which could preclude our ability to bid for certain contracts or successfully contract with some customers. Additionally, even if we continue to be able to access bonding capacity to sufficiently bond future work, we may be ~~required~~written todown ~~post~~if ~~collateral~~their tocarrying ~~secure~~values ~~bonds, which would decrease the liquidity we would have available for other purposes. Our surety providers~~ are ~~under~~determined no commitment to guarantee our access to new bonds in the future; thus, our ability to access or increase bonding capacity is at the sole discretion of our surety providers. If our surety companies were to limit or eliminate our access to bonds, the alternatives would include seeking bonding capacity from other surety companies, increasing business with customers that do not ~~require bonds and posting other forms of collateral for project performance, such as letters of credit or cash. We may be unable~~ to secure these alternatives in a timely manner, on acceptable terms, or at all. As such, if we were to experience an interruption or reduction in the availability of bonding capacity, it is likely we would be ~~unable to compete for or work on certain projects~~recoverable.

~~Our~~Impairment ~~insurance~~charges ~~policies~~may ~~against~~be ~~many~~triggered ~~potential~~by ~~liabilities~~a ~~require~~variety ~~high~~of ~~deductibles.~~factors, ~~Additionally~~including adverse changes in economic or market conditions, ~~difficulties~~deterioration in the ~~insurance~~performance ~~markets~~of ~~may~~acquired businesses, lower-than-expected cash flows, changes in our business strategy, increased competitive pressures, or declines in our market capitalization. If we determine that an impairment has occurred, we would be required to record a non-cash charge that could be material and could adversely affect our ~~ability~~reported toresults ~~obtain~~of ~~necessary~~operations ~~insurance~~in the period recognized.

~~Although~~Any ~~we maintain insurance policies with respect to certain of our related exposures, certain of these policies are subject to high deductibles; as~~ such, weimpairment ~~are,~~charges incould ~~effect,~~reduce ~~self-insured for substantially all of~~ our ~~typical~~earnings ~~claims. Our estimates of liabilities for unpaid claims~~ and ~~associated~~equity ~~expenses~~ and the appropriateness of the estimated liability are reviewed and updated quarterly. However, insurance liabilities are difficult to assess and estimate due to the many relevant factors, the effects of which are often unknown, including the severity of an injury, the determination of our liability in proportion to other parties, the number of incidents that have occurred but are not reported, and the effectiveness of our health, safety and quality programs. Our accruals are based on known facts, historical trends (both internal trends and industry averages) and our reasonable estimate of our future expenses. We believe our accruals are adequate. However, our risk management strategies and techniques may ~~not~~increase bevolatility ~~fully effective~~ in ~~mitigating the risk exposure in all market environments or against all types of risk. If any of the variety of instruments, processes or strategies we use to manage~~ our ~~exposure~~financial to various types of risk are not effective, we may incur losses that are not covered by our insurance policies (including potential punitive damages awards) or that exceed our accruals or coverage limitsresults.

Additionally, in recent years, insurance markets have become more expensive and restrictive. Also, our prior casualty loss history might adversely affect our ability to procure insurance within commercially reasonable ranges. As such, we may not be able to maintain commercially reasonable levels of insurance coverage in the future, which could preclude our ability to work on many projects. Our insurance providers are under no commitment to renew our existing insurance policies in the future; therefore, our ability to obtain necessary levels or kinds of insurance coverage are subject to market forces outside our control. If we are unable to obtain necessary levels of insurance, we likely would be unable to compete for or work on most projects.

Our use of the cost-to-cost method of accounting could result in a reduction or reversal of previously recorded revenue or profits.

A material portion of our revenue is recognized using the cost-to-cost method of accounting, which results in recognizing contract revenue and earnings ratably over the contract term in the proportion that our actual costs bear to our estimated

contract costs. The earnings or losses recognized on individual contracts are based on estimates of contract revenue, costs and profitability. We review our estimates of contract revenue, costs and profitability on an ongoing basis. Prior to contract completion, we may adjust our estimates on one or more occasions as a result of change orders to the original contract, collection disputes with the customer on amounts invoiced, or claims against the customer for increased costs incurred due to customer-induced delays and other factors. Contract losses are recognized in the fiscal period in which the loss is determined. Contract profit estimates are also adjusted in the fiscal period in which it is determined that an adjustment is required. As a result of the requirements of the cost-to-cost method of accounting, the possibility exists, for example, that we could have estimated and reported a profit on a contract over several periods and later determined, usually near contract completion, that all or a portion of such previously estimated and reported profits were overstated. If this occurs, the full aggregate amount of the overstatement will be reported for the period in which such determination is made, thereby offsetting all or a portion of any profits from other contracts that would be reported in such period, or even resulting in a loss being reported for such period. On a historical basis, in most business units, we believe that we have typically made reasonably reliable estimates of the progress towards completion on our long-term contracts. However, given the uncertainties associated with these types of contracts, it is possible for actual costs to materially and adversely vary from estimates previously made, which may result in reductions or reversals of previously recorded revenue and profits.

Earnings for future periods may be impacted by impairment charges for goodwill and intangible assets.

We carry a significant amount of goodwill and identifiable intangible assets on our consolidated balance sheets. Goodwill is the excess of purchase price over the estimated fair value of the net assets of acquired businesses. We assess goodwill for impairment each year, and more frequently if circumstances suggest an impairment may have occurred. We may determine in the future that a significant impairment has occurred in the value of our unamortized intangible assets or fixed assets, which could require us to write off a portion of our assets and could adversely affect our financial condition or reported results of operations.

Contractual warranty obligations could adversely affect our profits and cash flow.

We often warrant the services provided, typically as a function of contract, guaranteeing the work performed against defects in workmanship and the material we supply. If warranty claims occur, we could be required to repair or replace warrantied work in place at our cost. In addition, our customers may elect to repair or replace the warrantied item by using the services of another provider and require us to pay for the cost of the repair or replacement. Costs incurred as a result of warranty claims could adversely affect our financial position, results of operations and cash flows.

~~Recent~~Adverse ~~and~~economic ~~potential~~conditions, ~~changes~~geopolitical ~~in U.S. trade policies~~instability, ~~including~~or ~~changes~~volatility toin ~~existing~~financial ~~trade~~markets ~~agreements~~could ~~and~~reduce ~~any~~demand ~~resulting~~for ~~changes~~our inservices ~~international trade relations,~~ and ~~retaliatory~~adversely ~~responses~~affect ~~from~~our ~~other~~business ~~countries~~and ~~may~~results ~~significantly increase the costs or limit supplies~~ of ~~raw materials and products used in our~~ operations.

~~The~~Our ~~U.S.~~business ~~federal~~is ~~government~~influenced ~~has~~by ingeneral ~~recent~~economic ~~years~~and ~~imposed~~geopolitical ~~new~~conditions, orincluding ~~increased~~inflationary ~~tariffs~~pressures, orinterest ~~duties~~rate onlevels, anrecessionary ~~array~~conditions, ofgeopolitical ~~imported~~conflicts, ~~materials~~pandemics, ~~and~~volatile ~~goods~~energy ~~that~~prices, ~~are used in connection with our operations~~ and ~~the~~broader ~~current~~economic ~~presidential~~uncertainty. ~~administration~~Deterioration ~~has~~in ~~already~~economic ~~proposed~~ or ~~suggested~~geopolitical ~~that~~conditions itcould ~~will~~reduce ~~propose~~customer ~~additional tariffs going-forward. Foreign governments and trading blocs have responded by imposing or increasing tariffs~~spending, ~~duties~~delay ~~and/~~or ~~trade~~cancel ~~restrictions on U.S. goods~~projects, ~~and~~extend ~~may,~~business ~~from~~development ~~time to time~~cycles, ~~consider~~increase ~~other~~pricing ~~measures~~pressure, ~~including~~or ~~additional~~adversely ~~retaliatory~~affect ~~responses in~~ the ~~form~~collectability of ~~additional~~accounts ~~tariffs. The current presidential administration may continue to alter the U.S.’s approach to international trade~~receivable, which ~~may~~could negatively impact existing bilateral or multi-lateral trade agreements and treaties with foreign countries. The current presidential administration has indicated that they are likely to impose further significant tariffs on imported materials and goods that may be used in connection with our ~~operations.~~revenue, ~~The~~backlog, ~~imposition of such tariffs may strain international trade relations~~ and ~~increase~~operating ~~the risk that foreign governments implement retaliatory tariffs on goods imported from the United States~~results.

~~These~~Higher ~~political~~interest ~~and~~rates, ~~economic~~tighter ~~changes~~credit ~~could~~conditions, ~~have~~or avolatility ~~material~~in ~~effect~~capital onmarkets ~~global~~may ~~economic~~limit ~~conditions~~our ~~and~~customers’ ~~the~~ability ~~stability~~to ofobtain ~~financial~~financing ~~markets~~for projects and could ~~significantly~~increase ~~reduce~~our ~~global~~borrowing ~~trade.~~costs, Itreduce isour ~~unclear~~access ~~what~~to ~~future~~capital ~~actions the U.S. government~~ or ~~foreign~~adversely ~~governments~~affect ~~will~~our ormarket ~~will~~capitalization. ~~not~~In ~~take~~addition, ~~with~~economic ~~respect to tariffs~~ or ~~other~~market ~~international~~instability ~~trade~~could ~~agreements~~impair ~~and~~our ~~policies.~~ability ~~Current~~to ~~trade~~pursue ~~negotiations~~acquisitions ~~may~~or ~~fail,~~respond ~~which~~effectively ~~may~~to ~~exacerbate~~changing ~~these~~business ~~risks~~conditions.

InAny ~~addition~~sustained toeconomic ~~potential~~downturn, ~~increases~~prolonged ongeopolitical ~~tariffs~~instability, ~~wars~~ or ~~conflicts~~disruption ~~could~~in ~~affect~~financial ~~our~~markets ~~ability~~could tomaterially ~~obtain raw materials~~ and ~~products.~~adversely ~~Ongoing~~affect ~~and~~our ~~future~~financial ~~conflicts~~position, ~~and~~results ~~other~~of ~~geopolitical~~operations, ~~events~~cash ~~may~~flows, ~~result~~and ~~in sanctions or other export controls imposed by the U~~liquidity.~~S. or United Nations.~~

~~These~~Our ~~trade~~indebtedness, ~~conflicts~~including variable-rate borrowings and related ~~escalating~~covenant ~~governmental actions that result in additional tariffs~~restrictions, ~~duties and/or trade restrictions~~ could increase our ~~operating~~interest ~~costs~~expense, ~~cause~~limit ~~disruptions or shortages in~~ our ~~supply~~liquidity ~~chains~~ and~~/or~~ ~~negatively~~financial ~~impact the U.S.~~flexibility, ~~regional or local economies in which we operate,~~ and, ~~individually or in the aggregate, materially and~~ adversely affect our business and ~~our~~results ~~consolidated~~of ~~financial statements~~operations.

We have incurred, and may continue to incur, indebtedness in connection with our operations, acquisitions, and other business activities. A portion of our indebtedness bears interest at variable rates, which exposes us to interest rate risk. Increases in interest rates could significantly increase our interest expense and debt service obligations, even if the principal amount of our borrowings remains unchanged, and could reduce our net income and cash flows. While we have previously used interest rate swaps to manage a portion of our interest rate exposure, we may not maintain such hedging arrangements in the future, and any hedging activities may not fully mitigate interest rate risk.

Our debt and credit agreements contain financial and other covenants that may restrict our operating and financial flexibility. Failure to comply with these covenants, or to make required principal or interest payments, could result in an event of default. An event of default could allow lenders to restrict our access to additional borrowings, accelerate the maturity of outstanding

indebtedness, enforce remedies against collateral, or trigger cross-defaults under other debt or surety arrangements. Any such actions could materially and adversely affect our liquidity, operations, and financial condition.

Our ability to service our existing and future indebtedness, comply with covenant requirements, refinance borrowings as they mature, and fund working capital, capital expenditures, acquisitions, and other business needs depends on our ability to generate sufficient cash flow from operations and access capital on acceptable terms. Our future cash flows are subject to general economic conditions, interest rate environments, project execution risks, customer payment timing, and other factors beyond our control. If we are unable to generate sufficient cash flow or obtain additional financing or refinancing when needed, we may be required to take actions such as reducing or delaying capital expenditures, raising equity, restructuring indebtedness, or divesting assets, any of which could have a material adverse effect on our business, financial position, results of operations, and cash flows.

In addition, higher levels of indebtedness could increase our vulnerability to adverse economic or industry conditions, limit our ability to pursue strategic opportunities, and require a substantial portion of our cash flow to be dedicated to debt service, thereby reducing funds available for operations and future growth.

Our obligation to contribute to multiemployer pension plans could give rise to significant expenses and liabilities in the future.

We contribute to approximately 70 multiemployer pension plans in the United States under collective bargaining agreements that generally provide pension benefits to employees covered by these agreements. Approximately 46% of our current employees are members of collective bargaining units. Our contributions to these plans were approximately $14.3 million for the year ended December 31, 2025 and $10.3 million and $11.6 million for the years ended December 31, 2024 and 2023, respectively. The costs of providing benefits through such plans have increased in recent years. The amount of any increase or decrease in our required contributions to these multiemployer pension plans will depend upon many factors, including the outcome of collective bargaining, actions taken by trustees who manage the plans, government regulations, the actual return on assets held in the plans and the potential payment of a withdrawal liability. Based upon the information available to us from the multiemployer pension plans’ administrators, we believe that some of these multiemployer pension plans are underfunded. The unfunded liabilities of these plans may result in required increased future payments by us and the other participating employers. Underfunded multiemployer pension plans may impose a surcharge requiring additional pension contributions. Our risk of such increased payments may be greater if any of the participating employers in these underfunded plans withdraws from the plan and is not able to contribute an amount sufficient to fund the unfunded liabilities associated with its participants in the plan.

With limited exception, an employer who is obligated under a collective bargaining agreement to contribute to a multiemployer pension plan is liable, upon termination of such contribution obligation to the plan or withdrawal from a plan, for its proportionate share of the plan’s unfunded vested pension liabilities. In the event that we withdraw from participation in a plan, applicable law could require us to make withdrawal liability contributions to such plan, and we would have to reflect that liability and the related expense in our consolidated financial statements. Our withdrawal liability payable to an individual multiemployer pension plan would depend on the extent of the plan’s funding of vested benefits. While we currently have no intention of withdrawing from a plan, and underfunded plan obligations have not affected our operations in the past, there can be no assurance that we will not be required to make material cash contributions to one or more of these plans in the future. If the multiemployer pension plans in which we participate have significant underfunded liabilities, such underfunding could increase the size of our potential withdrawal liability. No liability for underfunding of multiemployer pension plans was recorded in our consolidated financial statements for the years ended December 31, 2025 or 2024.

Increases in healthcare costs or changes in healthcare laws could increase our operating expenses and adversely affect our results of operations.

We provide healthcare and related benefits to our employees, and the cost of providing these benefits has increased over time due to rising healthcare costs and changes in healthcare laws and regulations. Future legislative or regulatory actions at the federal, state, or local level could further increase the cost or complexity of providing employee healthcare benefits.

If healthcare costs continue to rise, or if changes in healthcare laws result in additional compliance or benefit-related expenses, our operating costs could increase and our profitability could be adversely affected. Any such increases could materially and adversely affect our results of operations and financial position.

Our business may be affected by the work environment in which we operate.

We perform our work under a variety of conditions, including but not limited to, difficult terrain, difficult site conditions, and busy urban centers where delivery of materials and availability of labor may be impacted, clean-room environments where strict

~~Rising~~procedures ~~inflation~~must be followed, and/ sites which contain harsh or ~~interest~~hazardous ~~rates~~conditions, orrefineries ~~deterioration~~and ofother ~~the~~process ~~United~~facilities. ~~States~~Performing ~~economy~~work ~~could~~under ~~have~~these aconditions ~~material~~can ~~adverse~~increase ~~effect~~the oncost ~~our~~of ~~business,~~such ~~financial~~work ~~condition~~or negatively affect efficiency and, ~~results~~therefore, ofour ~~operations~~profitability.

~~Economic~~A ~~factors~~pandemic, ~~including~~epidemic inflation and fluctuations in interest rates, recession and fears of recession could have a negative impact on our business. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. To the extent that Congress is unable to lower United States debt substantially or ~~effectively~~outbreak ~~increase the debt limit, a decrease in federal spending could result, which could negatively impact the ability~~ of ~~government~~an ~~agencies~~infectious todisease ~~fund existing or new infrastructure projects. Further, to the extent that Congress invests additional amounts~~ in infrastructure during periods of labor shortages or supply chain disruptions, it may increase our costs or cause us not to find suitable labor, supplies, machinery or raw materials. In addition, all of such actions could have a material adverse effect on the ~~financial~~ markets ~~and economic conditions~~ in ~~the United States and throughout the world,~~ which ~~may~~we ~~limit~~operate ~~our~~or ~~ability~~that ~~and~~otherwise ~~the~~impacts ~~ability of~~ our ~~customers~~facilities ~~to obtain financing and/~~or ~~could~~suppliers ~~impair our ability to execute our acquisition strategy. These and related economic factors~~ could ~~have~~adversely aimpact ~~material adverse effect on~~ our ~~financial position, results of operations, cash flows and liquidity~~business.

~~Continuing~~If ~~worldwide~~a ~~political~~pandemic, ~~and~~epidemic, ~~economic~~or ~~uncertainties~~outbreak of an infectious disease, or other public health crisis were to affect our markets or facilities or those of our suppliers, or customers, our business could be adversely affected. Consequences of a pandemic, epidemic or other infectious disease may include disruptions in or restrictions on our ability to travel. If such an infectious disease broke out at one or more of our offices, facilities or work sites, our operations may be adversely and materially affected, our productivity may be affected, our ability to complete projects in accordance with our contractual obligations may be affected, and we may incur increased labor and materials costs. If the customers with which we contract are affected by an outbreak of infectious disease, ODR and GCR work may be delayed or cancelled, and we may incur increased labor and materials costs. If our subcontractors with whom we work were affected by an outbreak of infectious disease, our labor supply may be affected and we may incur increased labor costs. In addition, we may experience difficulties with certain suppliers or with vendors in their supply chains, and our business could be affected if we become unable to procure essential equipment, supplies or services in adequate quantities and at acceptable prices. Further, pandemics, epidemics, infectious outbreaks or other public health crisis’ have and could in the future cause disruption to the U.S. economy, or the local economies of the markets in which we operate, and may cause shortages of building materials, increased costs associated with obtaining building materials, affect job growth and consumer confidence, or cause economic changes, including the possibility of an economic recession or inflation, that we cannot anticipate. Overall, the potential impact of a pandemic, epidemic, outbreak of an infectious disease or other public health crisis with respect to our ~~revenue~~markets or our facilities is difficult to predict and ~~profitability~~could adversely impact our business.

~~The~~Climate ~~last several years have been periodically marked by political and economic concerns~~change, including ~~the~~physical ~~COVID-19~~risks ~~pandemic,~~and ~~decreased consumer confidence,~~ the ~~effects~~transition of international conflicts such as wars between Russia and Ukraine and Israel and Hamas, tariffs, energy costs and inflation. This instability can make it extremely difficult for our customers, our vendors and us to ~~accurately~~lower-emission ~~forecast~~building ~~and plan future business activities~~practices, ~~and~~ could ~~cause~~increase ~~constrained spending on~~ our ~~services~~costs, ~~delays~~disrupt ~~and a lengthening of our business development efforts~~operations, ~~the demand for more favorable pricing or other terms,~~ and~~/or~~ ~~difficulty~~adversely inaffect ~~collection of~~ our ~~accounts~~financial ~~receivable~~results. Further, this ongoing economic instability in the global markets could limit our ability to access the capital markets at a time when we would like, or need, to raise capital, which could have an impact on our ability to react to changing business conditions or new opportunities. If economic conditions remain uncertain or weaken, our revenue and profitability could be adversely affected.

~~The~~Climate ~~global~~change ~~business~~presents ~~environment~~physical, ~~remains~~transition, ~~marked~~and byadaptation ~~significant~~risks ~~political~~that ~~and~~may ~~economic~~adversely ~~uncertainties~~affect our operations, ~~including~~customers, ~~the~~suppliers, ~~ongoing~~and ~~effects~~financial ofresults. ~~pandemics,~~Physical ~~international~~risks ~~conflicts~~associated ~~such~~with asclimate ~~the~~change ~~wars~~include inthe ~~Ukraine~~increasing frequency and ~~between~~severity ~~Israel~~of ~~and~~extreme ~~Hamas,~~weather ~~persistent~~events ~~inflation,~~such ~~volatile~~as ~~energy~~hurricanes, ~~prices~~floods, ~~fluctuating~~wildfires, ~~consumer~~extreme ~~confidence~~heat, extreme cold, and ~~geopolitical~~other ~~tensions~~natural disasters. These ~~factors~~events ~~create~~may ~~challenges~~disrupt ~~for~~our operations or those of our customers, ~~vendors~~subcontractors, ~~and~~or ussuppliers, indelay ~~accurately~~or ~~forecasting~~suspend ~~and~~projects, ~~planning~~reduce ~~business~~productivity, ~~activities~~damage facilities or equipment, increase insurance costs, or result in injuries, fatalities, or reputational harm.

~~Economic~~In ~~instability~~addition, ~~may~~efforts ~~result~~to inaddress ~~reduced~~climate orchange, ~~delayed~~whether ~~customer~~driven ~~spending~~by onregulatory ~~our~~requirements, ~~services~~building codes, ~~extended~~supply ~~business~~chain ~~development~~constraints, ~~cycles~~market dynamics, ~~increased~~or ~~demands~~customer ~~for~~preferences, ~~favorable~~may ~~pricing~~increase orour ~~contractual~~operating ~~terms~~and project execution costs. These efforts may require the use of alternative materials, ~~and~~upgraded ~~challenges~~equipment, innew ~~collecting~~technologies, ~~accounts~~revised ~~receivable.~~construction ~~Additionally~~methods, ~~volatility~~or inspecially ~~global~~trained ~~markets~~or certified personnel, which may ~~restrict~~be ~~our~~more ~~ability~~expensive toor ~~access~~less ~~capital~~readily ~~when~~available. ~~needed~~During transition periods, ~~potentially~~changes ~~limiting~~in ~~our~~construction ~~capacity~~practices toor ~~respond~~materials tomay ~~changing~~also ~~business~~reduce ~~conditions~~efficiency, disrupt operations, or ~~seize~~negatively ~~new~~affect ~~opportunities~~customer satisfaction.

IfWhile ~~these~~we ormay ~~other~~seek ~~uncertainties~~to ~~persist~~recover some increased costs through pricing or ~~worsen~~contractual mechanisms, ~~they~~we may ~~materially~~not ~~and~~be ~~adversely~~able ~~impact~~to do so fully or on a timely basis due to competitive pressures, contractual limitations, or market conditions. If we are required to absorb higher costs or experience operational disruptions related to climate-related physical or transition risks, our ~~operations~~profitability, ~~revenue~~results of operations, and ~~profitability~~cash flows could be materially and adversely affected.

~~Our~~Changing ~~variable~~climate-related ~~rate~~regulations, ~~indebtedness~~disclosure ~~subjects~~requirements, usand toenvironmental, ~~interest~~social ~~rate~~and ~~risk~~governance expectations may increase compliance costs, ~~which~~create ~~could~~regulatory ~~cause~~complexity, ~~our~~or ~~debt~~adversely ~~service~~affect ~~obligations~~customer toand ~~increase~~investor ~~significantly~~perceptions.

~~Borrowings~~Regulatory, ~~under~~market, ~~our Second A&R Wintrust Credit Agreement (as defined below) are at variable rates of interest~~ and ~~expose~~stakeholder usexpectations related to ~~interest~~climate ~~rate~~change, ~~risk.~~greenhouse Ifgas ~~interest rates increase~~emissions, ~~our debt service obligations on the variable rate indebtedness will increase even though any amount borrowed remains the same~~sustainability, and ~~our~~environmental, ~~net~~social, ~~income~~ and ~~cash~~governance ~~flows,~~practices ~~including~~continue ~~cash~~to ~~available~~evolve ~~for~~at ~~servicing~~the ~~our indebtedness~~federal, ~~will correspondingly decrease. In addition~~state, ~~previously~~local, weand ~~have~~international ~~entered~~levels. ~~into~~These andevelopments ~~interest~~may ~~rate~~include ~~swap~~new onor ~~our~~changing ~~Second~~climate-related ~~A&R~~regulations, ~~Wintrust~~emissions ~~Revolving~~reporting ~~Loan~~or ~~that~~disclosure ~~involves~~requirements, ~~the~~building ~~exchange~~standards, ofprocurement ~~variable~~requirements, ~~for~~or ~~fixed~~other ~~rate~~compliance ~~interest~~obligations ~~payments~~that inapply ~~order~~directly to ~~reduce interest rate volatility. However~~us, ~~we may not maintain interest rate swaps with respect to all of~~ our ~~variable rate indebtedness~~customers, ~~and~~or ~~any swaps we enter into may not fully mitigate~~ our ~~interest~~supply ~~rate risk and could be subject to credit risk themselves~~chain. ~~As of December 31, 2024, we had $35.8 million of available borrowing capacity under the Second A&R Wintrust Revolving Loan (as defined below).~~

~~Failure~~The regulatory environment for climate-related matters is subject to ~~remain~~significant inuncertainty, including potential differences among federal, state, and local requirements. A fragmented or evolving regulatory landscape may increase compliance ~~with~~costs, ~~covenants~~complicate ~~under~~operations, ~~our~~or ~~debt~~require additional resources to monitor and ~~credit~~respond ~~agreements~~to differing obligations. In addition, changes in climate-related policy or ~~service~~uncertainty ~~our~~regarding ~~indebtedness~~regulatory ~~could~~direction ~~adversely~~may ~~impact~~affect ~~our~~customer ~~business~~decision-making, including the timing, scope, or demand for certain projects or services.

~~Our~~Certain ~~Second~~investors, ~~A&R~~customers, ~~Wintrust Credit Agreement~~ and other ~~debt~~stakeholders ~~obligations~~may ~~include~~consider ~~certain debt covenants~~environmental, ~~some of which are financial in nature~~social, ~~are~~and ~~further~~governance ~~described~~factors inas ~~“Item~~part 7.of ~~Management's~~their ~~Discussion~~overall ~~and~~evaluation ~~Analysis~~ of ~~Financial~~companies. ~~Condition~~Expectations and ~~Results~~standards ofin ~~Operations” of~~ this ~~Annual~~area ~~Report~~are onnot ~~Form~~uniform ~~10-K.~~and ~~Our~~may ~~failure~~evolve toover ~~comply with any of these covenants, or to pay principal, interest or other amounts when due thereunder, would constitute an event of default under the applicable agreements~~time. ~~Under~~To ~~certain circumstances,~~ the ~~occurrence of an event of default under one of these agreements (or the acceleration of the maturity~~

ofextent ~~the~~stakeholders ~~indebtedness~~view ~~under one of these agreements) may constitute an event of default under one or more of~~ our ~~other~~practices ~~debt~~ or ~~surety~~disclosures ~~agreements.~~as ~~Default~~not ~~under~~meeting ~~our~~their ~~debt agreements could result in~~expectations, ~~among~~whether ~~other~~due ~~things, us no longer being entitled~~ to ~~borrow~~our ~~under one or more of the agreements~~actions, ~~acceleration~~industry ~~of the maturity of outstanding indebtedness under the agreements~~practices, ~~and/~~or ~~foreclosure~~changing onmarket ~~any~~norms, ~~collateral securing the obligations under the agreements. If we are unable to service~~ our ~~debt~~reputation, ~~obligations~~investor interest, or ifaccess ~~we are unable~~ to ~~comply~~capital ~~with our financial or other debt covenants, and our indebtedness would become immediately due and payable, and we~~ could be ~~forced~~adversely toaffected. ~~curtail~~In ~~our operations~~addition, ~~reorganize~~responding ~~our~~to ~~capital~~evolving ~~structure~~expectations ~~(including~~may ~~through~~result ~~bankruptcy proceedings), or liquidate some or all of our assets~~ in aincreased ~~manner~~costs ~~that~~related ~~could cause holders of our securities~~ to ~~experience~~data acollection, ~~partial~~reporting, or ~~total loss of their investment~~compliance.

WeInformation ~~may~~technology ~~not~~system befailures, ~~able~~cybersecurity toincidents, ~~generate~~or ~~sufficient~~data ~~cash~~privacy ~~flow~~breaches tocould ~~meet~~disrupt ~~all~~our ofoperations ~~our~~and ~~existing~~adversely oraffect ~~potential~~our ~~future~~business, ~~debt~~results ~~service~~of ~~obligations~~operations, and reputation.

~~Our~~We ~~ability~~rely toon ~~meet~~information ~~all~~technology ofsystems, ~~our~~networks, ~~existing~~and orinfrastructure ~~potential~~to ~~future~~support ~~debt service obligations (including those under~~ our ~~Second~~operations ~~A&R~~and ~~Wintrust Credit Agreement, pursuant~~ to ~~which~~provide weservices ~~may incur significant indebtedness),~~ to ~~refinance~~ our ~~existing or potential future indebtedness~~customers, ~~and~~including tosystems ~~fund~~used ~~our~~for ~~operations~~project design, ~~working capital~~scheduling, ~~acquisitions~~modeling, ~~capital~~financial ~~expenditures~~reporting, and ~~other~~data ~~important~~management. ~~business~~Disruptions ~~uses,~~to ~~depends~~these onsystems, ~~our~~whether ~~ability~~due to ~~generate~~system ~~sufficient~~failures, ~~cash~~cyber-attacks, ~~flow~~human inerror, ~~the~~or ~~future.~~failures ~~Our~~of ~~future~~third-party ~~cash~~service ~~flow is subject to~~providers, ~~among~~could ~~other~~impair ~~factors,~~our ~~general~~ability ~~economic,~~to ~~industry,~~operate ~~financial~~efficiently, ~~competitive,~~result ~~operating,~~in ~~legislative~~data ~~and~~loss ~~regulatory~~or ~~conditions~~corruption, ~~many~~disrupt ofproject ~~which~~execution, ~~are~~or ~~beyond~~adversely ~~our~~affect ~~control~~customer relationships.

WeOur ~~cannot~~systems ~~assure~~and ~~that~~data, ~~our~~as ~~business~~well ~~will~~as ~~generate~~those ~~sufficient~~of ~~cash~~our ~~flow~~customers, ~~from~~employees, ~~operations~~subcontractors, orand ~~that~~suppliers, ~~future~~are ~~sources~~subject ofto ~~cash~~cybersecurity ~~will~~risks, beincluding ~~available~~unauthorized toaccess, usmalware, onransomware, ~~favorable terms~~phishing, orsocial ~~at all~~engineering, inand ~~amounts~~other ~~sufficient~~cyber-attacks. toThe ~~enable~~increasing ussophistication toof ~~meet~~cyber ~~all~~threats, ofgrowing ~~our~~reliance ~~existing~~on orcloud-based ~~potential~~and ~~future~~third-party ~~debt~~platforms, ~~service~~greater ~~obligations~~system interconnectivity, orand tothe ~~fund~~expanding ~~our~~use ~~other~~of ~~important~~artificial ~~business~~intelligence ~~uses~~technologies ormay ~~liquidity~~further ~~needs.~~increase ~~Furthermore,~~our ifexposure weto ~~incur~~cybersecurity ~~additional~~vulnerabilities. ~~indebtedness~~A insuccessful ~~connection~~cyber ~~with~~incident ~~future~~could ~~acquisitions~~result orin ~~for~~the ~~any~~disclosure, ~~other purpose~~modification, ~~our existing~~ or ~~potential~~destruction ~~future~~of ~~debt~~proprietary ~~service~~or ~~obligations~~confidential ~~could~~information, ~~increase~~including ~~significantly~~personally ~~and~~identifiable ~~our~~information, ~~ability~~cause tooperational ~~meet~~disruptions ~~those~~or ~~obligations could depend~~downtime, result in ~~large~~financial ~~part~~losses, onexpose ~~the~~us ~~returns~~to ~~from~~legal ~~such acquisitions~~ or ~~projects~~regulatory liability, asand toharm ~~which~~our ~~no assurance can be given~~reputation.

~~Furthermore~~We also rely on third-party software providers and infrastructure vendors to support critical accounting, ~~our~~financial ~~obligations~~reporting, ~~under~~project ~~the~~management, ~~terms~~and ofoperational ~~our~~systems. ~~borrowings~~If these vendors discontinue products or support, experience outages, security breaches, data loss, or other disruptions, or if we are required to transition to alternative systems on an accelerated basis, we could ~~impact~~experience usincreased ~~negatively.~~costs, ~~For~~operational ~~example~~disruptions, delays in financial or project reporting, and management inefficiencies. Any such ~~obligations~~events could: adversely affect our ability to operate effectively and could materially and adversely affect our business, financial position, results of operations, cash flows, and liquidity.

~~•limit~~In ~~our~~addition, ~~ability~~we toperiodically ~~obtain~~implement ~~additional~~new ~~financing~~information ~~for~~systems ~~working~~and technology upgrades. These implementations may require significant capital investment, ~~capital~~divert ~~expenditures~~management attention, ~~debt~~or ~~service~~create ~~requirements~~operational disruptions during transition periods, ~~acquisitions~~particularly when legacy and ~~general~~new ~~corporate~~systems operate concurrently. System implementations may take longer than expected, fail to achieve anticipated efficiencies, or ~~other~~increase ~~purposes;~~the risk of control or reporting issues.

~~•restrict~~We usare ~~from~~also ~~making~~subject ~~strategic~~to ~~acquisitions~~evolving ordata ~~cause~~privacy usand cybersecurity laws and regulations, including enhanced cybersecurity risk management, disclosure, and incident reporting requirements. Compliance with these requirements may increase costs and operational complexity. Any failure to ~~make~~comply ~~non-strategic~~with ~~divestitures;~~applicable laws or to effectively manage cybersecurity and information technology risks could materially and adversely affect our business, financial position, results of operations, cash flows, and reputation.

~~•increase~~The use of artificial intelligence technologies by us or by our ~~vulnerability~~third-party tovendors ~~general~~may ~~economic~~create ~~and~~operational, ~~industry~~legal, ~~conditions;~~regulatory, ~~and~~or reputational risks.

~~•require~~Artificial aintelligence ~~substantial~~(“AI”) ~~portion~~technologies, including generative AI, the type of ~~our~~artificial ~~cash~~intelligence ~~flow~~that creates new content by learning patterns from ~~operations~~existing todata, beare ~~dedicated~~rapidly toevolving ~~the~~and ~~payment~~remain ofsubject ~~principal~~to technological, operational, ethical, and ~~interest~~regulatory uncertainties. We rely, in part, on ~~our~~third-party ~~borrowings~~vendors that may incorporate AI technologies into the products or services they provide, ~~thereby~~and ~~reducing~~we ~~our~~may ~~ability~~have tolimited ~~use~~control ~~cash~~over ~~flow~~or tovisibility ~~fund~~into ~~our~~the ~~operations~~design, ~~capital~~training ~~expenditures~~data, ~~and~~performance, ~~future~~security, ~~business~~or ~~opportunities~~regulatory compliance of such technologies.

WeAI systems may ~~also~~produce ~~refinance~~inaccurate, ~~all~~incomplete, or abiased ~~portion~~outputs ~~of our indebtedness at~~ or ~~prior~~otherwise tofail ~~the scheduled maturity. Our ability~~ to ~~refinance~~operate ~~our~~as ~~indebtedness~~intended, orwhich ~~obtain~~could ~~additional~~result ~~financing~~in ~~will~~operational ~~depend on~~disruptions, ~~among~~errors ~~other~~in ~~things~~decision-making, ~~(i)~~reputational ~~our business~~harm, ~~financial~~or ~~condition,~~legal ~~liquidity,~~exposure. ~~results~~In ~~of operations~~addition, ~~and~~the ~~then-current~~development, ~~market~~deployment, ~~conditions;~~ and ~~(ii)~~governance ~~restrictions~~of inAI ~~the~~technologies ~~agreements~~may ~~governing~~require ~~our~~additional ~~indebtedness.~~investment Asin acontrols, ~~result~~oversight, wetraining, ~~may~~and ~~not~~compliance beprocesses, ~~able~~which tocould ~~refinance~~increase ~~any of~~ our ~~indebtedness or obtain additional financing on favorable terms, or at all~~costs.

IfThe weregulatory doenvironment ~~not~~governing ~~generate~~AI ~~sufficient~~technologies ~~cash~~is ~~flow~~evolving ~~from~~and ~~operations~~may ~~and~~result ~~additional~~in ~~borrowings~~new or ~~refinancings~~modified ~~are~~laws, ~~not available to us~~regulations, weor ~~may~~standards bethat ~~unable~~impose toadditional ~~meet~~compliance ~~all~~obligations ofor ~~our~~restrict ~~existing~~the oruse ~~potential~~of ~~future~~AI ~~debt~~in ~~service~~certain ~~obligations~~applications. AsAny afailure ~~result,~~by weus ~~would~~or beby ~~forced~~our tothird-party ~~take~~vendors ~~other actions~~ to ~~meet~~effectively ~~those~~manage ~~obligations,~~AI-related ~~such~~risks ~~as raising equity~~ or ~~delaying~~comply ~~capital~~with ~~expenditures,~~applicable ~~any~~requirements ~~of which~~ could ~~have~~materially aand ~~material~~adversely ~~adverse~~affect ~~effect~~our ~~on us. Furthermore~~business, weresults ~~cannot assure that we will be able to effect any~~ of ~~these~~operations, ~~actions~~financial ~~on favorable terms~~condition, or ~~at all~~reputation.

~~Our~~We ~~obligation~~have tosubsidiary ~~contribute~~operations tothroughout ~~multiemployer~~the ~~pension~~United ~~plans~~States ~~could~~and ~~give~~are ~~rise~~exposed to ~~significant~~multiple ~~expenses~~state and ~~liabilities~~local inregulations, ~~the~~as ~~future~~well as federal laws and requirements applicable to government contractors. Changes in laws, regulations or requirements, or a

We contribute to approximately 50 multiemployer pension plans in the United States under collective bargaining agreements that generally provide pension benefits to employees covered by these agreements. Approximately 45% of our current employees are members of collective bargaining units. Our contributions to these plans were approximately $10.3 million for the year ended December 31, 2024 and $11.6 million and $12.6 million for the years ended December 31, 2023 and 2022, respectively. The costs of providing benefits through such plans have increased in recent years. The amount of any increase or decrease in our required contributions to these multiemployer pension plans will depend upon many factors, including the outcome of collective bargaining, actions taken by trustees who manage the plans, government regulations, the actual return on assets held in the plans and the potential payment of a withdrawal liability. Based upon the information available to us from the multiemployer pension plans’ administrators, we believe that some of these multiemployer pension plans are underfunded. The

~~unfunded~~material ~~liabilities~~failure of ~~these~~any ~~plans~~of ~~may~~our ~~result~~subsidiaries inor ~~required increased future payments by~~ us ~~and~~to ~~the~~comply ~~other~~with ~~participating employers. Underfunded multiemployer pension plans may impose a surcharge requiring additional pension contributions. Our risk of such increased payments may be greater if~~ any of ~~the~~them, ~~participating~~could ~~employers~~increase inour ~~these~~costs ~~underfunded plans withdraws from the plan~~ and ishave ~~not~~other ~~able~~negative toimpacts ~~contribute~~on anour ~~amount sufficient to fund the unfunded liabilities associated with its participants in the plan~~business.

~~With~~As ~~limited~~of ~~exception~~December 31, ~~an employer who is obligated under a collective bargaining agreement to contribute to a multiemployer pension plan is liable~~2025, ~~upon~~our ~~termination~~business ofunits ~~such~~operate ~~contribution~~primarily ~~obligation~~in to the ~~plan~~Eastern orand ~~withdrawal~~Midwestern ~~from~~regions ~~a plan, for its proportionate share~~ of the ~~plan’s~~United ~~unfunded vested pension liabilities. In the event that we withdraw from participation in a plan~~States, ~~applicable~~which ~~law~~exposes ~~could require~~ us to ~~make~~a ~~withdrawal~~variety ~~liability~~of ~~contributions~~state toand ~~such~~local ~~plan,~~laws and weregulations, ~~would~~including ~~have~~those ~~to reflect that liability and the~~ related ~~expense~~to incontractor ~~our~~licensing ~~consolidated financial statements~~requirements. ~~Our~~These ~~withdrawal~~laws ~~liability~~and ~~payable~~regulations togovern anmany ~~individual~~aspects ~~multiemployer pension plan would depend on the extent~~ of ~~the~~our ~~plan’s funding of vested benefits. While we currently have no intention of withdrawing from a plan~~business, and ~~underfunded~~standards ~~plan~~and ~~obligations~~requirements ~~have~~may ~~not~~vary ~~affected~~by ~~our~~jurisdiction. ~~operations~~In ~~in the past~~addition, ~~there~~our ~~can~~subsidiaries ~~be no assurance~~ that weperform ~~will~~work ~~not~~for befederal ~~required~~government toentities ~~make~~are ~~material~~subject ~~cash contributions~~ to ~~one~~additional orfederal ~~more~~statutory, ofregulatory ~~these~~and ~~plans~~contractual ~~in the future~~requirements. IfChanges ~~the multiemployer pension plans~~ in ~~which~~any weof ~~participate~~these ~~have significant underfunded liabilities~~laws, ~~such~~or ~~underfunding~~any ~~could~~subsidiary’s ~~increase~~material ~~the~~failure ~~size~~to ofcomply ~~our~~with ~~potential~~them, ~~withdrawal~~can ~~liability.~~adversely Noimpact ~~liability for underfunding of multiemployer pension plans was recorded in~~ our ~~consolidated~~operations ~~financial~~by, ~~statements~~among ~~for~~other ~~the~~things, ~~years~~increasing ~~ended December 31~~costs, ~~2024~~and orharming ~~2023~~our reputation.

~~Increases~~As infederal ~~healthcare~~government ~~costs~~contractors, ~~could~~our ~~adversely~~subsidiaries ~~affect~~are subject to a number of rules and regulations, and our ~~financial~~contracts ~~results~~with government entities are subject to audit. Noncompliance with applicable requirements could limit a subsidiary’s ability to obtain or perform government contracts.

~~The~~Federal ~~costs~~government ofcontractors ~~providing~~must ~~employee~~comply ~~healthcare~~with ~~benefits~~many ~~have~~regulations ~~steadily~~and ~~increased~~other ~~over~~requirements athat ~~number~~relate ofto ~~years~~the ~~due to~~award, ~~among~~administration ~~other~~and ~~things,~~performance ~~rising~~of ~~healthcare~~government ~~costs~~contracts. A violation of these laws and ~~legislative~~regulations ~~requirements.~~could ~~Because~~result offines ~~the~~or ~~complex~~penalties, ~~nature~~the termination of ~~healthcare~~a ~~laws~~government contract, asor ~~well~~restrictions ason ~~periodic~~government ~~healthcare~~contracts ~~reform~~in ~~legislations~~the ~~adopted~~future. ~~by Congress~~Further, ~~state~~a ~~legislatures,~~violation ~~and~~at ~~municipalities,~~one weof ~~cannot~~our ~~predict~~locations ~~with~~could ~~certainty~~impact the ~~future~~ability ~~effect~~ of ~~these~~the ~~laws~~other onlocations ~~our~~to ~~healthcare~~bid ~~costs.~~on ~~Continued~~and ~~increases~~perform ingovernment ~~healthcare~~contracts. ~~costs~~Because orof ~~additional~~our ~~costs~~decentralized ~~created~~nature, bywe ~~future~~face ~~health~~risk ~~care~~in ~~reform~~maintaining ~~laws~~compliance ~~adopted~~with byall ~~Congress~~local, state ~~legislatures,~~and orfederal ~~municipalities~~government contracting requirements. Prohibition against bidding on future government contracts could ~~adversely~~have ~~affect~~an adverse effect on our financial position, results of operations and ~~financial~~cash ~~position~~flows.

~~Our~~Changes ~~business~~in ~~may~~environmental, besafety, ~~affected~~and byhealth ~~the~~regulations ~~work~~or ~~environment~~licensing requirements could increase our compliance costs or limit our ability to perform certain work.

WeOur ~~perform~~operations ~~our~~are ~~work~~subject ~~under~~to a ~~variety~~wide range of ~~conditions~~environmental, ~~including but not limited to~~safety, ~~difficult terrain~~health, ~~difficult~~and ~~site~~licensing ~~conditions,~~laws and ~~busy~~regulations ~~urban~~at ~~centers~~the ~~where~~local, ~~delivery~~state, ~~of materials~~ and ~~availability~~federal ~~of labor may be impacted~~levels, ~~clean-room~~including ~~environments~~requirements ~~where~~applicable ~~strict~~to ~~procedures~~the ~~must~~installation ~~be followed,~~ and ~~sites~~servicing ~~which~~of ~~contain~~MEPC ~~harsh or hazardous conditions, refineries~~ and ~~other~~related ~~process~~building ~~facilities~~systems. ~~Performing~~Compliance ~~work~~with ~~under~~ these ~~conditions~~requirements ~~can~~may ~~increase~~require ~~the~~additional ~~cost~~training, ofcertifications, ~~such~~licensing, ~~work~~monitoring, documentation, or ~~negatively~~changes ~~affect~~to ~~efficiency~~operating ~~and~~practices, ~~therefore,~~all of which may increase our ~~profitability~~costs.

AThe ~~pandemic,~~regulatory ~~epidemic~~environment orapplicable ~~outbreak~~to ofour anbusiness ~~infectious~~may ~~disease~~continue to evolve, ~~such~~particularly aswith ~~the~~respect ~~coronavirus~~to ~~(“COVID-19”)~~environmental protection, inworkplace ~~the~~safety, ~~markets~~and intechnician ~~which~~licensing westandards. ~~operate~~New or ~~that~~more ~~otherwise~~stringent ~~impacts~~laws, ~~our~~regulations, ~~facilities~~or standards, whether applicable broadly or ~~suppliers~~in connection with publicly funded projects, could ~~adversely~~increase ~~impact~~compliance ~~our~~costs, ~~business~~delay project execution, restrict the scope of services we are able to provide, or require additional capital investment.

IfFailure ato ~~pandemic,~~comply ~~epidemic,~~with orapplicable ~~outbreak~~environmental, ~~of an infectious disease~~safety, ~~or other public~~ health, ~~crisis were to affect our markets~~ or ~~facilities~~licensing orrequirements ~~those~~could ofresult ~~our~~in ~~suppliers~~fines, ~~or customers~~penalties, ~~our~~loss ~~business~~or ~~could~~suspension ~~be adversely affected. Consequences~~ of ~~a pandemic~~licenses, ~~epidemic~~ or ~~other infectious disease may include disruptions in or~~ restrictions on our ability to ~~travel.~~perform Ifcertain ~~such an infectious disease broke out at one or more of our offices, facilities or~~ work ~~sites~~, ~~our~~including ~~operations~~publicly ~~may~~funded ~~be adversely and materially affected, our productivity may be affected, our ability to complete~~ projects ~~in accordance with our contractual obligations may be affected, and we may incur increased labor and materials costs~~. IfAny ~~the customers with which we contract are affected by an outbreak~~ of ~~infectious~~these ~~disease,~~outcomes ODR and GCR work may be delayed or cancelled, and we may incur increased labor and materials costs. If our subcontractors with whom we work were affected by an outbreak of infectious disease, our labor supply may be affected and we may incur increased labor costs. In addition, we may experience difficulties with certain suppliers or with vendors in their supply chains, and our business could bematerially ~~affected if we become unable to procure essential equipment, supplies or services in adequate quantities~~ and atadversely acceptable prices. Further, pandemics, epidemics, infectious outbreaks or other public health crisis’ have and could in the future cause disruption to the U.S. economy, or the local economies of the markets in which we operate, and may cause shortages of building materials, increased costs associated with obtaining building materials, affect ~~job~~our ~~growth and consumer confidence~~profitability, orresults ~~cause economic changes, including the possibility~~ of ~~an economic recession or inflation~~operations, that we cannot anticipate. Overall, the potential impact of a pandemic, epidemic, outbreak of an infectious disease or other public health crisis with respect to our markets or our facilities is difficult to predict and ~~could~~cash ~~adversely impact our business~~flows.

Future climate change could adversely affect us.

Greenhouse gas (“GHG”) emissions are driving global climate change that is expected to have various impacts on our operations, ranging from more frequent extreme weather events to extensive governmental policy developments and shifts in our customers’ preferences, which have the potential individually or collectively to significantly disrupt our business as well as negatively affect our suppliers, independent contractors and customers. Experiencing or addressing the various physical, regulatory and adaptation/transition risks from climate change may significantly reduce our revenue and profitability, or cause

us to generate losses. For instance, incorporating greater resource efficiency into our solutions, whether to comply with upgraded building codes or recommended practices given a region’s particular exposure to climate conditions, or undertaken to satisfy demand from increasingly environmentally conscious customers or to meet our own sustainability goals, often raises our costs. In evaluating whether to implement voluntary improvements, we also consider that choosing not to enhance our buildings’ resource efficiency can make them less attractive to municipalities, and increase the vulnerability of customers in our communities to rising energy and water expenses and use restrictions. We weigh the impact of the costs associated with offering more resource-efficient products against our priorities of generating higher returns and delivering solutions that are affordable to our customers. In balancing these objectives, we may determine we need to absorb most or all of the additional operating costs that come with making our solutions more efficient, which may be substantial for us.

Beyond the commercial pressures implicated by climate change concerns, our operations in any of our served markets may face its potential adverse physical effects. While we have safety protocols in place for our construction sites and take steps to safeguard our administrative functions, we can provide no assurance that we or our suppliers or other partners can successfully operate in areas experiencing a significant weather event or natural disaster, and we or they may be more impacted and take longer, and with higher costs, to resume operations in an affected location than other businesses, depending on the nature of the event or other circumstances.

International, federal, state and local authorities and legislative bodies have issued, implemented or proposed regulations, penalties, standards or guidance intended to restrict, moderate or promote activities consistent with resource conservation, GHG emission reduction, environmental protection or other climate-related objectives. Compliance with those directed at or otherwise affecting our business or our suppliers’ (or their suppliers’) operations, products or services, could increase our costs or delay or complicate our solutions, for example, due to a need to reformulate or redesign building materials or components, or source updated or upgraded items or equipment, or specially trained or certified independent contractors, in limited or restricted supply.

Adapting to or transitioning from the use of certain items or methods in construction or other solutions, or adjusting the products we offer to our customers, whether due to climate-related governmental rules or our supply chain, market dynamics or consumer preferences, can negatively affect our costs and profitability, production operations in affected markets and customer satisfaction during the transition period, which could be prolonged.

Climate change is an intrinsically complex global phenomenon with inherent residual risks across its physical, regulatory and adaptation/transition dimensions that cannot be mitigated given their wide-ranging, (sometimes unexpectedly) interdependent and largely unpredictable potential scope, nature, timing or duration. Therefore, we cannot provide any assurance that we have or can successfully prepare for, or are or will be able to reduce or manage, any of them to the extent they may arise. In addition, we may experience substantial negative impacts to our business if an unexpectedly severe weather event or natural disaster damages our operations or those of our suppliers or independent contractors in our primary markets or from the unintended consequences of regulatory changes that directly or indirectly impose substantial restrictions on our activities or adaptation requirements.

We may be affected by market or regulatory responses to climate change, including potential policy shifts under the current presidential administration.

Public and regulatory focus on climate change continues to evolve, influencing the actions of local, state, national, and international bodies. While previous presidential administrations prioritized climate change initiatives such as rejoining the Paris Agreement, setting GHG emission reduction targets, and finalizing the SEC rules that would require significant climate-related disclosures by public companies, including evaluation and disclosure of material climate-related risks and opportunities, GHG emissions inventory, climate-related targets and goals, and financial impacts of physical and transition risks (the “SEC Climate Rules”), whose implementation, after significant legal challenges, was voluntarily paused by the SEC in April 2024 pending judicial review, the current presidential administration may reverse or significantly alter these regulatory trends. Historically, the current presidential administration pursued policies aimed at reducing regulatory burdens on businesses, including the rollback of environmental regulations, withdrawal from the Paris Agreement, and easing restrictions on fossil fuel production.

If the current presidential administration adopts similar policies, it may lead to reduced enforcement or elimination of federal climate-related regulations, potentially lowering compliance costs for us and our customers, particularly those in fossil fuel or emissions-intensive industries. However, any such deregulatory actions could create uncertainty for businesses already working to meet stricter climate-related rules and commitments, including those required by state, municipal, or international regulations, such as California's mandatory GHG disclosure laws adopted in September 2023.

Additionally, ongoing market and investor pressure for greater sustainability and climate-related disclosures may persist regardless of federal regulatory changes.

If federal deregulatory actions conflict with state or local climate initiatives, such as California's GHG disclosure requirements, it could create a fragmented regulatory environment, increasing operational complexity and compliance costs for us and our customers. Further, uncertainty surrounding federal climate policy may delay or alter customer decision-making on energy transition projects, reducing demand for our services in certain areas.

We cannot predict with certainty the extent to which federal, state, or international climate-related regulations, or their potential rollbacks, will impact our business, financial condition, or operations. However, changes in climate policy or market dynamics under the current presidential administration could materially affect our operations, costs, and profitability.

Increasing scrutiny and changing expectations from investors and customers with respect to our environmental, social and governance (“ESG”) practices may impose additional costs on us or expose us to reputational or other risks.

Investors and customers are placing growing emphasis on the ESG practices of companies across industries, including the environmental impact of operations, human capital management and corporate governance. Many investors rely on third-party benchmarks, ratings, or scores to measure a company’s ESG practices, which can influence investment decisions or lead to engaging with companies to require changes to their practices. Similarly, some customers may evaluate our ESG performance or require us to adopt specific ESG policies as a condition of awarding contracts.

While ESG expectations are evolving, they remain varied and subject to differing standards among investors, customers, and regulators. Under the previous presidential administration, there was a significant push to advance ESG-related regulations, including the SEC Climate Rules, which would have required extensive reporting on climate risks and GHG emissions. However, these rules have been delayed by legal challenges, and the current presidential administration has signaled an intent to reduce regulatory burdens on businesses, which could include altering or eliminating ESG-related requirements. These potential changes could create further uncertainty around the ESG expectations of investors and customers.

Furthermore, organizations that provide ESG ratings or scores may assign us unfavorable ratings, whether due to our own practices, industry trends or insufficient disclosures. Such ratings could negatively influence investor sentiment, divert investment capital to other companies or industries and adversely impact our stock price and cost of capital.

Additionally, even in a deregulatory environment, market and stakeholder pressures around ESG are likely to persist. Responding to these expectations may require increased costs for compliance, reporting, and operational adjustments, or expose us to the risk of stockholder activism, all of which could materially affect our business, operations, and financial condition.

We are susceptible to adverse weather conditions and the increasing frequency and severity of extreme weather events, which may harm our business and financial results.

Our business may be adversely affected by severe weather conditions, including hurricanes, tornadoes, floods, wildfires, extreme heat, and other extreme weather events, particularly in areas where we have significant operations. The increasing frequency and intensity of such events, driven by climate change, exacerbate the risks to our operations. Repercussions of severe weather conditions may include:

•curtailment or suspension of services and operations;

•inability to meet performance schedules in accordance with contracts, potentially leading to liability for liquidated damages or reputational harm;

•injuries or fatalities;

•weather related damage to facilities, equipment, and infrastructure;

•disruption of information systems or communication networks;

•increased insurance premiums, deductibles, or potential lack of adequate insurance coverage for weather-related losses;

•inability to receive machinery, equipment and materials at jobsites; and

•loss of productivity.

Information technology system failures, network disruptions or cybersecurity breaches could adversely affect our business.

We use sophisticated information technology systems, networks, and infrastructure in conducting some of our day-to-day operations and providing services to certain customers, including technology used for building designs, project modeling and

scheduling. Information technology system failures, including suppliers’ or vendors’ system failures, could disrupt our operations by causing transaction errors, processing inefficiencies, the loss of customers, other business disruptions, or the loss of employee personal information. In addition, these systems, networks, and infrastructure may in the future be vulnerable to deliberate cyber-attacks that interfere with their functionality or the confidentiality of our data or information or our customers’ data or information. Increasingly advanced cyber-attacks against rapidly evolving computer technologies pose a risk to the security of our systems, networks, information and data. In addition, the rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks by introducing new vulnerabilities. Likewise, cyber incidents, including malicious cyber-attacks perpetrated on our employees and cyber incidents caused by third parties surreptitiously accessing our systems by other means, are an on-going risk to the security of the systems, networks, information and data of ours, our customers, subcontractors and suppliers. While we have security, internal control and technology measures in place to protect our systems and networks, confidential business information, personal data of ours, our customers, employees, suppliers and subcontractors, our information technology systems and those of our third-party service providers have been and may in the future be subject to system breaches. System breaches can lead to disclosure, modification and destruction of proprietary business data, personally identifiable information, other sensitive information, production downtime or loss of business, and damage to our reputation, competitiveness and operations. Increased interconnectivity with third-party systems and reliance on cloud-based services further expose us to security risks from vulnerabilities in third-party platforms. In addition, flexible working arrangements at our corporate offices increased as a result of the COVID-19 pandemic, and these arrangements have resulted in a higher extent of remote working. This and other possible changing work practices may adversely impact our ability to maintain the security, proper function and availability of our information technology and systems since remote working by our employees could strain our technology resources and introduce operational risk, including heightened cybersecurity risk. Remote and hybrid working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts that have sought, and may seek, to exploit remote working environments. Of special note is our risk when implementing new capabilities. The implementation of new systems and information technology could adversely impact our operations by requiring substantial capital expenditures, diverting management’s attention, or causing delays or difficulties in transitioning to new systems. As we implement new systems, many times both new and old systems run in parallel until all processes have successfully transferred to the new system and thorough testing has been performed. These events could impact our customers, suppliers, subcontractors, employees, our financial reporting and our reputation and lead to financial losses from remediation actions, loss of business or potential liability, or an increase in expense, all of which may have a material adverse effect on our business. Our systems implementations may also not result in productivity improvements at the levels anticipated. In addition, current and future laws and regulations governing data privacy and the unauthorized disclosure of confidential information, including, but not limited to SEC rules finalized in 2023 requiring enhanced cybersecurity risk disclosures, may pose complex compliance challenges and result in additional costs. A failure to comply with such laws and regulations could result in penalties or fines, legal liabilities or reputational harm. Continuing and evolving threat of cyber-attacks and increased regulatory focus on cybersecurity risk management and incident reporting, along with potential new federal, state, or international requirements, may require significant additional resources and investment, potentially adversely affecting our results of operations and cash flows.

Artificial intelligence is an emerging area of technology that has the potential to impact various aspects of our business operations.

The development, adoption, and use for generative artificial intelligence (“AI”) technologies are still in their early stages and ineffective or inadequate AI development or deployment practices by the Company or third-party vendors could result in unintended consequences. We contract third-party vendors that use AI in products and/or services they provide and we may not have full control or visibility over the quality, performance, security or compliance of the products and services that incorporate AI-related technology. AI algorithms that our third-party vendors use may be flawed or may be based on datasets that are biased or insufficient. These limitations or failures could result in reputational damage and legal liabilities. Developing, testing, and deploying resource-intensive AI systems may require additional investment and increase our costs. In addition, the evolving nature of AI may cause new laws and regulations to be enacted which may require significant resources to modify and maintain business practices to comply with the new laws and regulations, the nature of which cannot be determined at this time. Further, inaccurate results generated as a result of our employees’, contractors’ or vendors’ use of generative AI technologies could lead to operational interruptions or reputational harm.

Changes to our outsourced software or infrastructure vendors as well as any sudden loss, breach of security, disruption or unexpected data or vendor loss associated with our information technology systems could have a material adverse effect on our business.

We rely on third-party software and infrastructure to run critical accounting, project management and financial information systems. If software or infrastructure vendors decide to discontinue further development, integration or long-term maintenance support for our information systems, or there is any system interruption, delay, breach of security, loss of data or loss of a vendor, we may need to migrate some or all of our accounting, project management and financial information to other systems.

These disruptions could increase our operational expenses as well as impact the management of our business operations, which could have a material adverse effect on our financial position, results of operations, cash flows and liquidity.

We have subsidiary operations throughout the United States and are exposed to multiple state and local regulations, as well as federal laws and requirements applicable to government contractors. Changes in laws, regulations or requirements, or a material failure of any of our subsidiaries or us to comply with any of them, could increase our costs and have other negative impacts on our business.

As of December 31, 2024, our business units operate in 22 states, which exposes us to a variety of state and local laws and regulations, particularly those pertaining to contractor licensing requirements. These laws and regulations govern many aspects of our business, and there are often different standards and requirements in different locations. In addition, our subsidiaries that perform work for federal government entities are subject to additional federal laws and regulatory and contractual requirements. Changes in any of these laws, or any subsidiary’s material failure to comply with them, can adversely impact our operations by, among other things, increasing costs, distracting management’s time and attention from other items, and harming our reputation.

As Federal Government Contractors under applicable federal regulations, our subsidiaries are subject to a number of rules and regulations, and our contracts with government entities are subject to audit. Violations of the applicable rules and regulations could result in a subsidiary being barred from future government contracts.

Federal Government Contractors must comply with many regulations and other requirements that relate to the award, administration and performance of government contracts. A violation of these laws and regulations could result in imposition of fines and penalties, the termination of a government contract, or debarment from bidding on government contracts in the future. Further, despite our decentralized nature, a violation at one of our locations could impact the ability of the other locations to bid on and perform government contracts; additionally, because of our decentralized nature, we face risk in maintaining compliance with all local, state and federal government contracting requirements. Prohibition against bidding on future government contracts could have an adverse effect on our financial position, results of operations and cash flows.

Past and future environmental, safety and health regulations could impose significant additional costs on us that reduce our profits.

The systems we install are subject to various statutes and regulations. There can be no assurance that the regulatory environment in which we operate will not change significantly in the future. Various local, state and federal laws and regulations impose licensing standards on technicians who install and service mechanical systems. And additional laws, regulations and standards apply to contractors who perform work that is being funded by public money, particularly federal public funding. Our failure to comply with these laws and regulations could subject us to substantial fines, the loss of licenses or potential debarment from future publicly funded work. It is impossible to predict the full nature and effect of judicial, legislative or regulatory developments relating to health and safety regulations and environmental protection regulations applicable to our operations.

Our failure to comply with immigration laws and labor regulations could affect our business.

In certain markets, we rely heavily on our immigrant labor force. We have taken steps that we believe are sufficient and appropriate to ensure compliance with immigration laws. However, we cannot provide assurance that our management has identified, or will identify in the future, all undocumented immigrants who work for us. Additionally, immigration laws and labor regulations are complex, subject to change, and vary across jurisdictions, which could create challenges for maintaining compliance.

The failure to identify such illegal immigrants may result in fines or other penalties being imposed upon us, which could have a material adverse effect on our financial position, results of operations and cash flows. Furthermore, ~~increased~~changes to immigration policies, as well as the changes in the interpretation, application, or enforcement of immigration laws, changes to employment verification requirements, or new legislation or regulations that impact immigration practices could further heighten these risks and lead to additional compliance costs, operational disruptions, or reputational harm.

Tax matters, including changes in corporate tax laws and disagreements with taxing authorities, could impact our results of operations and financial condition.

We conduct business across the United States and file income taxes in the federal and various state jurisdictions. Significant judgment is required in our accounting for income taxes. In the ordinary course of our business, there are transactions and calculations in which the ultimate tax determination is uncertain. Changes in tax laws and regulations, in addition to changes and conflicts in related interpretations and other tax guidance, could materially impact our provision for income taxes, deferred tax assets and liabilities, and liabilities for uncertain tax positions.

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Issues relating to tax audits or examinations and any related interest or penalties and uncertainty in obtaining deductions or credits claimed in various jurisdictions could also impact the accounting for income taxes. Our results of operations are reported based on our determination of the amount of taxes we owe in various tax jurisdictions, and our provision for income taxes and tax liabilities are subject to review or examination by taxing authorities in applicable tax jurisdictions. An adverse outcome of such a review or examination could adversely affect our operating results and financial condition. Further, the results of tax examinations and audits could have a negative impact on our financial results and cash flows where the results differ from the liabilities recorded in our financial statements.

Risks Related to Ownership of Our Common Stock

The price of our common stock may be volatile.

The market price of our common stock has been volatile and may be volatile in the future, and could be subject to wide fluctuations in price in response to various factors, some of which are beyond our control. These factors include, among other things:

•actual or anticipated variations in our quarterly results of operations;

•recommendations by securities analysts;

•reports, publications or commentary by securities analysts or other market participants that may be critical of us, our business, our management our industry;

•operating and stock price performance of other companies that investors deem comparable to us;

•political and economic conditions;

•news reports relating to trends, concerns and other issues in the financial services industry generally;

•perceptions in the marketplace regarding us and/or our competitors;

•the addition or departure of key personnel;

•new technology used, or services offered, by competitors; and

•changes in government regulations.

In addition, if the market for stocks in our industry, or the stock market in general, experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition or results of operations. If any of the foregoing occurs, it could cause our stock price to fall and may expose us to lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management.

Future sales of our common stock may cause our common stock price to decline.

Any transfer or sales of substantial amounts of our common stock in the public market or the perception that such transfer or sales might occur may cause the market price of our common stock to decline. As of ~~March~~February 627, ~~2025~~2026, we had an aggregate of 11,~~353~~679,~~379~~391 shares of our outstanding common stock, of which 1767,~~074,684~~223 shares were held by our current directors and officers. There were no holders of greater than 10% of our common stock as of ~~March~~February 627, ~~2025~~2026. If a substantial number of these shares are sold in the public market, the trading price of our common stock may decline.

In addition, our Board of Directors has the power, without stockholder approval, to set the terms of any series of preferred stock that may be issued, including voting rights, dividend rights, and preferences over our common stock with respect to dividends or in the event of a dissolution, liquidation or winding up and other terms. In the event that we issue preferred stock in the future that has preference over our common stock with respect to payment of dividends or upon our liquidation, dissolution or winding up, or if we issue preferred stock with voting rights that dilute the voting power of our common stock, the rights of the holders of our common stock or the market price of our common stock could be adversely affected.

Future equity issuances could result in dilution, which could cause our common stock price to decline.

We are generally not restricted from issuing additional shares of our common stock, up to the 100,000,000 shares of voting common stock authorized by our second amended and restated certificate of incorporation, which could be increased by a vote of the holders of a majority of our shares of common stock. In addition, we may issue additional shares of our common stock in the future pursuant to current or future equity compensation plans, upon conversions of preferred stock or debt, upon exercise of warrants or in connection with future acquisitions or financings. If we choose to raise capital by selling shares of our common stock for any reason, the issuance would have a dilutive effect on the holders of our common stock and could have a material negative effect on the market price of our common stock.

3228

Ifof ~~equity~~warrants ~~research~~or ~~analysts~~in ~~publish~~connection ~~unfavorable~~with ~~commentary~~future acquisitions or ~~downgrade~~financings. If we choose to raise capital by selling shares of our common stock for any reason, the ~~price~~issuance ~~and~~would ~~trading~~have ~~volume~~a dilutive effect on the holders of our common stock and could ~~decline~~have a material negative effect on the market price of our common stock.

~~The~~Unfavorable ~~trading~~analyst ~~market~~coverage ~~for our common stock could be affected by equity research analysts’ research~~ or ~~reports~~a ~~about~~reduction usin ~~and~~analyst our business. The price of our stock could decline if one or more securities analysts downgrade our stock or if analysts issue other unfavorable commentary about us or our business. In addition, if any of these analysts ceases coverage ~~of us, we~~ could ~~lose~~adversely ~~visibility~~affect in the market, ~~which in turn could cause our common stock~~ price orand ~~trading~~liquidity ~~volume~~of ~~to decline and~~ our common stock ~~to be less liquid~~.

The trading market for our common stock may be influenced by research reports, ratings, or commentary published by equity research analysts who cover our company or our industry. If one or more analysts issue unfavorable research, downgrade our common stock, or provide negative commentary about our business or prospects, the market price of our common stock could decline.

In addition, if analysts cease or reduce coverage of our Company, our visibility in the capital markets may decrease, which could result in reduced trading volume, decreased liquidity, and increased volatility in the market price of our common stock. Any of these developments could adversely affect the market value of our common stock.

We have not declared any dividends on our common stock to date and have no expectation of doing so in the foreseeable future.

The payment of cash dividends on our common stock rests within the discretion of our Board of Directors and will depend, among other things, upon our earnings, unencumbered cash, capital ~~requirement~~requirements and our financial condition, as well as other relevant factors. To date, we have not paid dividends on our common stock nor do we anticipate that we will pay dividends in the foreseeable future. As of December 31, ~~2024~~2025, we do not have any preferred stock outstanding that has any preferential dividends.

Provisions in our organizational documents and Delaware or certain other state laws could delay or prevent a change in control of our company, which could adversely affect the price of our common stock.

The provisions of our ~~certificate~~Certificate of ~~incorporation~~Incorporation and our bylaws could have the effect of delaying, deferring or discouraging another person from acquiring control of our company. These provisions, which are summarized below, may have the effect of discouraging takeover bids. They are also designed in part to encourage persons seeking to acquire control of us to negotiate first with our Board of Directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.

Our certificate of incorporation and our bylaws include a number of provisions that could deter hostile takeovers or delay or prevent changes in control of our company, including the following:

•Board of Directors’ vacancies. Our Certificate of Incorporation authorizes our Board of Directors to fill vacant directorships, including newly created seats. In addition, the number of directors constituting our Board of Directors is permitted to be set only by a resolution adopted by a majority vote of our Board of Directors, provided the number of directors may not be fewer than one and not more than nine. These provisions prevent a stockholder from increasing the size of our Board of Directors and then gaining control of our Board of Directors by filling the resulting vacancies with its own nominees. This makes it more difficult to change the composition of our Board of Directors but promotes continuity of management.

•Classified board. Our Certificate of Incorporation provides that our Board of Directors is classified into three classes of directors, each with staggered three-year terms. A third party may be discouraged from making a tender offer or otherwise attempting to obtain control of us as it is more difficult and time -consuming for stockholders to replace a majority of the directors on a classified board of directors.

•Stockholder action: special meetings of stockholders. Our Certificate of Incorporation provides that our stockholders may not take action by written consent, but may only take action at annual or special meetings of our stockholders. As a result, a holder controlling a majority of our capital stock would not be able to amend our bylaws or remove directors without holding a meeting of our stockholders called in accordance with our bylaws. Further, our bylaws provide that special meetings of our stockholders may be called only by the chairperson of our Board of Directors, our President and Chief Executive Officer or our Board of Directors pursuant to a resolution of a majority of our Board of Directors, thus prohibiting a stockholder from calling a special meeting. These provisions might delay the ability of our stockholders to force consideration of a proposal or for stockholders controlling a majority of our capital stock to take any action, including the removal of directors.

•Advance notice requirements for stockholder proposals and director nominations. Our bylaws provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders or to nominate candidates for election as directors at our annual meeting of stockholders. Our bylaws also specify certain requirements regarding the form and content of a stockholder's notice. In addition, any stockholder nomination must meet the requirements of Rule 14a-19(b) under the Exchange Act. These provisions might preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the proper procedures are not followed. We expect that these provisions might also 29

33•Advance notice requirements for stockholder proposals and director nominations. Our bylaws provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders or to nominate candidates for election as directors at our annual meeting of stockholders. Our bylaws also specify certain requirements regarding the form and content of a stockholder's notice. In addition, any stockholder nomination must meet the requirements of Rule 14a-19(b) under the Exchange Act. These provisions might preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the proper procedures are not followed. We expect that these provisions might also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to obtain control of our company.

discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to obtain control of our company.

•Directors removed only for cause. Our Certificate of Incorporation provides that stockholders may remove directors only for cause, which may delay the ability of our stockholders to remove directors from our Board of Directors.

•Issuance of undesignated preferred stock. Following the repurchase of all of our previously issued shares of Class A Preferred Stock, our Board of Directors has the authority, without further action by the stockholders, to issue up to 600,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated time to time by our Board of Directors. The existence of authorized but unissued shares of preferred stock enables our Board of Directors to render more difficult or to discourage an attempt to obtain control of us by merger, tender offer, proxy contest or other means.

•Amendment of charter provisions. Any amendment of the above provisions in our Certificate of Incorporation requires approval by holders of at least 66.67% of our outstanding common stock.

•No cumulative voting. The Delaware General Corporation Law provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless a corporation's certificate of incorporation provides otherwise. Our Certificate of Incorporation does not provide for cumulative voting.

•Choice of forum. Our Certificate of Incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on our behalf any action asserting a breach of fiduciary duty, any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our Certificate of Incorporation or our bylaws; any action asserting a claim against us that is governed by the internal affairs doctrine. This provision is not intended to apply to claims arising under the Securities Act and the Exchange Act. To the extent the provision could be construed to apply to such claims, there is uncertainty as to whether a court would enforce the provision in such respect, and our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.

General Risk Factors

Failure or circumvention of our disclosure controls and procedures or internal controls over financial reporting could ~~seriously~~adversely ~~harm~~affect our financial ~~condition,~~reporting ~~results of operations,~~ and business.

We ~~plan~~rely toon ~~continue~~disclosure ~~to maintain and strengthen internal~~ controls and procedures ~~to enhance the effectiveness of our disclosure controls~~ and internal controls over financial reporting~~. Any~~ ~~system~~to ofprovide ~~controls,~~reasonable ~~however~~assurance ~~well~~that ~~designed~~information ~~and~~required ~~operated,~~to isbe ~~based~~disclosed inis ~~part~~recorded, onprocessed, ~~certain~~summarized, ~~assumptions~~ and ~~can~~reported ~~provide~~accurately ~~only reasonable,~~ and ~~not~~on ~~absolute,~~a ~~assurances~~timely ~~that~~basis. ~~the~~However, ~~objectives~~any ~~of the~~ system ~~are met. Any failure~~ of ~~our disclosure~~ controls ~~and~~is ~~procedures~~subject orto ~~internal~~inherent ~~controls~~limitations ~~over~~and ~~financial~~may ~~reporting~~not ~~could~~prevent ~~harm~~or ~~our~~detect ~~financial~~all ~~condition~~errors, ~~and~~misstatements, ~~results~~or ~~of operations~~fraud.

If our disclosure controls and procedures or internal controls over financial reporting fail, are circumvented, or are found to be ineffective, we could be required to restate our financial statements, experience delays in filing periodic reports, or be subject to regulatory scrutiny or enforcement actions. Any such events could harm our reputation, reduce investor confidence, adversely affect the market price of our common stock, and materially and adversely affect our financial condition, results of operations, and business.

Our management has concluded that our disclosure controls and procedures and internal control over financial reporting are effective. However, if we are unable to establish and maintain effective disclosure controls and internal control over financial reporting or have material weaknesses in our internal control over financial reporting, our ability to produce accurate financial statements on a timely basis could be impaired, and the market price of our securities may be negatively affected.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. However, if we were unable to maintain effective internal control over financial reporting, or if we identify additional material weaknesses in our internal control over financial reporting, our management would be unable to assert in future reports that our disclosure controls and procedures and our internal control over financial reporting are effective. This could cause investors, counterparties and customers to lose confidence in the accuracy and completeness of our financial statements and reports and have a material adverse effect on our liquidity, access to capital markets and perceptions of our creditworthiness and/or a decline in the market price of our common stock. In addition, we could become subject to investigations by Nasdaq, the SEC or other regulatory authorities, which could require additional financial and management resources. These events could have a material adverse effect on our business, financial condition and results of operations.

identify material weaknesses in our internal control over financial reporting, our management would be unable to assert in future reports that our disclosure controls and procedures and our internal control over financial reporting are effective. This could cause investors, counterparties and customers to lose confidence in the accuracy and completeness of our financial statements and reports and have a material adverse effect on our liquidity, access to capital markets and perceptions of our creditworthiness and/or a decline in the market price of our common stock. In addition, we could become subject to investigations by Nasdaq, the SEC or other regulatory authorities, which could require additional financial and management resources. These events could have a material adverse effect on our business, financial condition and results of operations.

Actual and potential claims, lawsuits and proceedings could ultimately reduce our profitability and liquidity and weaken our financial condition.

We have been and will continue to be named as a defendant in legal proceedings claiming damages in connection with the operation of our business. These actions and proceedings may involve claims for, among other things, compensation for alleged personal injury, workers’ compensation, employment law violations and/or discrimination, breach of contract, or property damage. In addition, we may be subject to lawsuits involving allegations of violations of the Fair Labor Standards Act and state wage and hour laws. We may also face allegations of violations of applicable securities laws, including the possibility of class action lawsuits. Due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of any such actions or proceedings. We also are, and will likely continue to be from time to time, a plaintiff in legal proceedings against customers, or will pursue claims against our customers prior to litigation in which we seek to recover payment of contractual amounts we are owed, as well as claims for increased costs we incur. When appropriate, we will establish provisions against possible exposures, and adjust these provisions from time to time according to ongoing exposure. If the assumptions and estimates related to these exposures prove to be inadequate or inaccurate, we could experience a reduction in our profitability and liquidity and a weakening of our financial condition. In addition, claims, lawsuits and proceedings may harm our reputation or divert management resources away from operating the business. See Note 13 — Commitments and Contingencies in the accompanying notes to the Company’s consolidated financial statements for further information regarding the Company’s legal proceedings.

34Force majeure events, including natural disasters, malicious acts, or other extraordinary events, could disrupt our operations and adversely affect our business and results of operations.

~~personal~~Our ~~injury,~~operations ~~workers’ compensation, employment law violations and/or discrimination, breach of contract, or property damage. In addition, we~~ may be ~~subject~~adversely toaffected ~~lawsuits~~by ~~involving~~force ~~allegations~~majeure ofor ~~violations~~other ofextraordinary ~~the~~events ~~Fair~~beyond ~~Labor~~our ~~Standards Act and state wage and hour laws. We may also face allegations of violations of applicable securities laws~~control, including ~~the~~natural ~~possibility~~disasters, ofextreme ~~class~~weather ~~action lawsuits. Due to the inherent uncertainties of litigation~~events, weterrorist ~~cannot accurately predict the ultimate outcome of any such~~ actions, orsabotage, ~~proceedings. We also are~~vandalism, ~~and will likely continue to be from time to time~~theft, apublic ~~plaintiff~~health ~~in legal proceedings against customers~~emergencies, or ~~will~~governmental ~~pursue~~actions ~~claims~~such ~~against~~as ~~our~~shutdowns ~~customers~~or ~~prior~~emergency torestrictions. ~~litigation~~These inevents ~~which~~could wedisrupt ~~seek~~our ~~to recover payment of contractual amounts we are owed~~operations, asdamage ~~well~~or asdestroy ~~claims for increased costs we incur. When appropriate~~facilities, ~~we will establish provisions against possible exposures~~equipment, ~~and adjust these provisions from time to time according to ongoing exposure. If the assumptions and estimates related to these exposures prove to be inadequate~~ or ~~inaccurate,~~work ~~we could experience a reduction~~ in ~~our~~progress, ~~profitability~~delay ~~and~~or ~~liquidity~~suspend ~~and~~projects, arestrict ~~weakening~~access ofto ~~our financial condition. In addition~~worksites, ~~claims,~~or ~~lawsuits~~impair ~~and proceedings may harm~~ our ~~reputation~~ability orto ~~divert~~perform ~~management~~services ~~resources away from operating the business. See Note 13 — Commitments and Contingencies~~ in ~~the~~accordance ~~accompanying~~with ~~notes~~contractual ~~to the Company’s consolidated financial statements for further information regarding the Company’s legal proceedings~~requirements.

~~Force~~Although we seek to negotiate contractual provisions to address force majeure events, ~~including~~we ~~natural~~may ~~disasters~~remain ~~and~~obligated ~~terrorist~~to ~~actions,~~resume ~~could~~or ~~negatively~~continue ~~impact~~performance ~~our~~following ~~business~~such events, ~~which~~and relief available under applicable contracts may ~~affect~~be ~~our~~limited ~~financial~~or ~~position~~delayed. If we are unable to respond effectively to extraordinary events, ~~results~~we ofmay ~~operations~~incur increased costs, experience reduced productivity, or ~~cash~~face ~~flows~~contractual disputes, penalties, or liability.

~~Force~~Deliberate ~~majeure,~~ or ~~extraordinary~~malicious ~~events~~acts, ~~beyond~~including ~~the control of the contracting parties~~terrorism, ~~such as natural and man-made disasters~~sabotage, ~~terrorist actions~~vandalism, ~~and~~or ~~state and federal government shutdowns~~theft, could ~~negatively~~result ~~impact~~in ~~us.~~damage Weto ~~attempt~~facilities, toequipment, ~~negotiate~~or ~~contract~~installed ~~language~~work, ~~seeking~~injury to ~~mitigate~~employees, ~~force~~contractors, ~~majeure~~customers, ~~events~~or inthe ~~both~~ public ~~and private customer contracts. When successful~~, weor ~~remain~~increased ~~obligated~~security torequirements ~~perform~~imposed ~~our~~by ~~services~~governmental ~~after~~authorities. ~~most~~Any ~~extraordinary~~such events ~~subject~~could toincrease ~~relief~~operating ~~that~~costs, ~~may~~reduce beproduction ~~available~~capacity, ~~pursuant~~expose tous ~~a force majeure clause. If we are not able~~ to ~~react~~legal ~~quickly to force majeure events~~liability, ~~our~~and ~~operations~~materially ~~may~~and beadversely ~~affected~~affect ~~significantly, which may have a negative impact on~~ our financial position, results of operations, and cash flows.

Deliberate, malicious acts, including terrorism and sabotage, could damage our facilities, disrupt our operations or injure our employees, contractors, customers or the public and result in liability to us.

Intentional acts of theft, vandalism and destruction could damage or destroy our facilities, as well as the materials and equipment our labor forces are installing, thereby reducing our operational production capacity and requiring us to repair or replace facilities or installed work at substantial cost. Additionally, our employees, contractors and the public could suffer substantial physical injury from acts of terrorism for which we could be liable. Governmental authorities may also impose security or other requirements that could make our operations more difficult or costly. The consequences of any such actions could adversely affect our financial position, results of operations and cash flows.

A change in tax laws or regulations of any federal or state jurisdiction in which we operate could increase our tax burden and otherwise adversely affect our financial position, results of operations, cash flows and liquidity.

We continue to assess the impact of various U.S. federal or state legislative proposals that could result in a material increase to our U.S. federal or state taxes. We cannot predict whether any specific legislation will be enacted or the terms of any such legislation. However, if such proposals were to be enacted, or if modifications were to be made to certain existing regulations, the consequences could have a material adverse impact on us, including increasing our tax burden, increasing the cost of tax compliance or otherwise adversely affecting our financial position, results of operations and cash flows.

Changes in accounting rules and regulations could adversely affect our financial results.

Accounting rules and regulations are subject to review and interpretation by the Financial Accounting Standards Board (the “FASB”), the SEC and various other governing bodies. A change in U.S. generally accepted accounting principles (“GAAP”) could have a significant effect on our reported financial results. Additionally, the adoption of new or revised accounting principles could require that we make significant changes to our systems, processes and controls. We cannot predict the effect ~~of future changes to accounting principles, which could have a significant effect on our reported financial results and/or our results of operations, cash flows and liquidity.~~

~~Actions of activist investors could disrupt our business.~~31

~~Public companies have been the target~~ of ~~activist~~future ~~investors.~~changes ~~In the event that a third party, such as an activist investor, proposes~~ to ~~change~~accounting ~~our governance policies~~principles, ~~board~~which ofcould ~~directors,~~have ~~or other aspects of our operations or strategy, our review and consideration of such proposals may create~~ a significant ~~distraction~~effect ~~for~~on our ~~management~~reported ~~and~~financial ~~employees.~~results ~~This could negatively impact our ability to execute various strategic initiatives~~ and/or ~~may require management to expend significant time and resources responding to such proposals. Such proposals may also create uncertainties with respect to~~ our ~~financial~~results ~~position~~of ~~and~~ operations, ~~and~~cash ~~may~~flows ~~adversely affect our ability to attract~~ and ~~retain key employees~~liquidity.

Actions by activist investors could disrupt our operations and adversely affect our business and strategic execution.

Public companies, including companies in our industry, may be subject to proposals or actions by activist investors seeking changes to corporate governance practices, board composition, management, strategic direction, or capital allocation policies. Responding to such actions or proposals could require significant time and attention from our management and Board of Directors and divert resources away from the execution of our business strategy.

Activist activity may also create uncertainty regarding our strategic priorities, business operations, or future direction, which could adversely affect employee morale, our ability to attract and retain key personnel, relationships with customers or other stakeholders, and our overall operating focus. In addition, responding to activist campaigns may result in increased legal, advisory, and other costs. Any such disruptions or uncertainties could materially and adversely affect our business, financial position, results of operations, and cash flows.

Item 1B. Unresolved Staff Comments

35None.

Not applicable.

Item 1C. Cybersecurity

The Company’s Board of Directors recognizes the critical importance of developing, implementing, and maintaining robust cybersecurity measures to assess, identify, and manage material risks associated with cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K. These risks include, among other things, internal information technology risks; system security risks; data protection; risks to proprietary business information; intellectual property theft; fraud; extortion; harm to team members, partners, or customers; violation of privacy or security laws and other litigation and legal risk; and reputational risks. The Company has implemented a cybersecurity risk management program that aligns with the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework to manage such material risks and to safeguard the Company’s information systems, protect the confidentiality, integrity, and availability of the Company’s and its customers’ data, and maintain the trust and confidence of our customers, business partners and team members.

Risk Management and Strategy

The Board of Directors is actively involved in oversight of the Company’s risk management framework and the Company’s cybersecurity risk management practices are strategically integrated into its broader risk management framework to promote a company-wide culture of cybersecurity risk management. This integration attempts to ensure that cybersecurity considerations are an integral part of decision-making processes throughout the Company. The Company’s risk management team works closely with the Company’s IT department to continuously evaluate and address cybersecurity risks in alignment with the Company’s overall business objectives and operational needs. The Company has implemented controls and procedures that are designed to provide for the prompt escalation of any cybersecurity concerns so that management, the Audit Committee, and the Board of Directors receive appropriate information in a timely manner.

Due to the complexity and evolving nature of cybersecurity threats, the Company has engaged from time-to-time external experts, including cybersecurity assessors, third-party legal consultants, and auditors, to evaluate and test its risk management systems. The Company engages these third-parties to conduct regular audits, threat assessments and consultation on security enhancements. These interactions are intended to enable the Company to leverage specialized knowledge and insights, in an attempt to ensure its cybersecurity strategies and processes remain at the forefront of industry practices.

In furtherance of assessing, identifying, and managing material cybersecurity risks; the Company:

•Employs advanced technology solutions, such as proactive detection tools, to safeguard our assets and identify threats within its environment.

•Conducts routine cyber education and awareness training sessions to empower team members with the necessary knowledge and cultivate a strong security culture across the organization.

•Regularly assesses our cybersecurity program against the NIST Cybersecurity Framework, using the findings to develop action plans and track progress to completion.

•Organizes tabletop exercises and drills to simulate cyber incidents, enhancing its incident response and recovery capabilities.

•Analyzes internal and external cybersecurity incidents and threat intelligence to assess their relevance to its environment and industry, crafting actionable plans accordingly.

•Manages an enterprise-wide disaster recovery governance program, including cybersecurity-related standards and compliance procedures.

•Performs regular cybersecurity-related disaster recovery testing to ensure the recoverability of its critical systems, supporting business continuity across various lines.

•Fosters integration between business units and corporate divisions with its internal cybersecurity team, embedding cybersecurity requirements into operational environments and influencing strategic decisions, budgeting, and processes (e.g., Security by Design). Additionally, senior management, executives, and the Board of Directors consistently review financial planning processes concerning cybersecurity initiatives.

Additionally, the Company is aware of the risks associated with third-party service providers, it implements stringent processes to oversee and manage these risks. The Company conducts security assessments of third-party technology providers before engagement and maintains ongoing monitoring to ensure compliance with Company cybersecurity standards. The monitoring includes assessments (e.g., reviewing vendor cybersecurity related attestation and disclosures (SOC 2 Type 2, etc.)) by the Company’s Senior Vice President and Chief Information Officer (“CIO”) and on an ongoing basis by its security engineers.

includes assessments (e.g., reviewing vendor cybersecurity related attestation and disclosures (SOC 2 Type 2, etc.)) by the Company’s Senior Vice President and Chief Information Officer (“CIO”) and on an ongoing basis by its security engineers.

Governance

The Company’s CIO is the member of the Company’s management team primarily responsible for assessing, monitoring and managing the Company cybersecurity program. The Company’s CIO has over 20 years of experience in the field of technology and security including experience as an enterprise CIO, as well as consulting experience advising organizations on their technology and risk profiles. The Company believes its CIO’s in-depth knowledge and experience are instrumental in developing and designing, implementing and executing the Company’s cybersecurity strategies.

The Company’s CIO oversees the day-to-day implementation of the Company’s cybersecurity risk management programs, tests its compliance with standards, remediates known risks, and leads its employee cybersecurity training program. The CIO is tasked with keeping informed about the latest developments in cybersecurity, including potential threats and innovative risk management techniques, in an attempt to assist in effectively preventing, detecting, mitigating, and remediating cybersecurity incidents. The CIO implements and oversees processes for the regular monitoring of the Company’s information systems, including the deployment of advanced security measures and regular system audits to identify potential vulnerabilities. In the event of a cybersecurity incident, the CIO is responsible for implementing the Company’s incident response plan to mitigate the cybersecurity incident’s immediate impact, implement long-term strategies for remediation, and prevent future incidents.

The CIO regularly informs the Company’s Executive Vice President and Chief Financial Officer (“CFO”) and President and Chief Executive Officer (“CEO”) of material aspects related to cybersecurity risks and incidents regarding the Company. This ensures that the highest levels of management are kept abreast of the cybersecurity posture and potential risks facing the Company.

The Company’s Board of Directors believes it understands the significance of risks associated with cybersecurity threats to its operational integrity and stakeholder confidence and believes it has established mechanisms to effectively manage such risks based on the current understanding of the threat environment. As part of the Company’s entire Board of Directors operational risk management responsibilities, it has oversight of risks from cybersecurity threats. Notwithstanding that fact, the full Board of Directors has been designated as ~~primary~~primarily responsible for oversight of the Company’s cybersecurity risk management. As discussed below, management reports to the entire Board of Directors about cybersecurity threat risks, among other cybersecurity related matters, at least annually and management also reports to the Audit Committee with respect to cybersecurity risks regarding financial statements or financial statements reporting implications. The Audit Committee routinely interacts and reports to the entire Board of Directors on these matters.

The Board of Directors is composed of members with diverse expertise, including risk management, technology, and finance domain expertise, equipping them to oversee cybersecurity risks effectively. Further, certain members of the Board of Directors are National Association of Corporate Directors (“NACD”) CERT Certified in cybersecurity oversight.

The Board of Directors and the Audit Committee receive briefings from the Company’s CFO and CEO on a regular basis, with a minimum frequency of once per year. These briefings encompass a broad range of topics, including:

•Current cybersecurity landscape and emerging threats;

•Status of ongoing cybersecurity initiatives and strategies;

•Incident reports and learnings from any cybersecurity events; and

•Compliance with regulatory requirements and industry standards.

In addition to their regularly scheduled meetings, members of the Board of Directors, the CIO, CFO and CEO regularly engage in ad hoc conversations regarding emerging or potential cybersecurity risk and developments in the cybersecurity domain. The Board of Directors actively participates in strategic ~~decisions~~decision making related to cybersecurity, offering guidance and approval for major initiatives. This involvement ensures that cybersecurity considerations are integrated into the broader strategic objectives of the Company. The Board of Directors conducts an annual review of the Company’s cybersecurity posture and the effectiveness of its risk management strategies. This review is helpful for identifying areas for improvement and ensuring the alignment of cybersecurity efforts with the overall risk management framework.

As of the date hereof, the Company is not aware of any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to have been identified or are anticipated to have a material adverse effect on the Company’s business strategy, results of operations, and financial condition. Despite its efforts to maintain processes which mitigate cybersecurity risks, there is no guarantee that such risks may not have a material effect on the Company’s business strategy, results of operations, and financial condition in the future. For additional information on cybersecurity risks the Company may face, see Part I, Item 1A. Risk Factors – “Information technology system failures, cybersecurity incidents, or data privacy breaches could disrupt our operations and adversely affect our business, results of operations, and reputation.”

the Company’s business strategy, results of operations, and financial condition in the future. For additional information on cybersecurity risks the Company may face, see Part I, Item 1A. Risk Factors – “Information technology system failures, network disruptions or cybersecurity breaches could adversely affect our business.”

Item 2. Properties

As of December 31, ~~2024~~2025, the Company leases several properties, consisting of offices, warehouses, fabrication and supply shops within 10the ~~states~~Eastern ~~across~~and ~~the~~Midwestern ~~eastern~~regions of the United States. Generally, these leases range from five to ten years and are on terms the Company believes to be commercially reasonable. A majority of these premises are leased from individuals or entities with whom the Company has no other business relationship. In certain instances, the Company leases property from ~~current~~entities orassociated with former ~~team~~employees ~~members.~~who ~~The~~became ~~Company’s~~part ~~leased~~of ~~premises range in size from approximately 1,000 square feet to 150,000 square feet. To maximize available capital,~~ the Company ~~generally~~through ~~intends to keep leasing its properties, however, the Company may also consider purchasing a property where it believes ownership would be more economical~~acquisitions. The Company utilizes substantially all of its leased property and believes there will be no difficulty either in negotiating the renewal of such leases as they expire or finding alternative space, if necessary.

The Company’s leased premises range in size from approximately 1,000 square feet to 150,000 square feet. To maximize available capital, the Company generally intends to keep leasing its properties, however, the Company may also consider purchasing a property where it believes ownership would be more economical. The Company utilizes substantially all of its leased property and believes there will be no difficulty either in negotiating the renewal of such leases as they expire or finding alternative space, if necessary.

In addition to its leased facilities, as a result of the Company’s acquisition of Pioneer Power during 2025, the Company now owns an approximate 40,000 square foot facility located in Woodbury, Minnesota that is used for operations, fabrication, warehousing and general office purposes.

See Note 14 — Leases in the accompanying notes to the Company’s consolidated financial statements for additional information regarding the Company’s leases.

Item 3. Legal Proceedings

See Note 13 – Commitments and Contingencies in the accompanying notes to the Company’s consolidated financial statements for further information regarding the Company’s legal proceedings.

Item 4. Mine Safety Disclosures

Not applicable.

Information About Our Executive Officers

Name

Age

Title

Michael M. McCann

4344

President, Chief Executive Officer and Director

Jayme L. Brooks

5455

Executive Vice President and Chief Financial Officer

Jay A. Sharp

5960

~~Regional~~Executive Vice President, ~~Northeast and Midwest~~Sales

Nicholas S. Angerosa

4849

~~Regional~~Executive Vice President, ~~Southeast~~National Customer Solutions

Michael M. McCann has served as the President and Chief Executive Officer and a Director of the Company since March 2023. Prior to his appointment as President and Chief Executive Officer and a Director of the Company, Mr. McCann served as the Company’s Executive Vice President and Chief Operating Officer since November 2019, after having been appointed Co-Chief Operating Officer, effective January 2019. Mr. McCann joined the Company in 2010 as Vice President and Branch Manager of Harper Limbach’s Tampa business unit. After growing the Tampa business for almost three years, Mr. McCann became President of Harper Limbach. His duties included all aspects of the Company’s construction operations, with primary responsibilities including oversight of risk management, sharing of best practices, and development of operational talent. Mr. McCann has a Bachelor of Science in Mechanical Engineering from Worcester Polytechnic Institute and a Master of Business Administration degree from Drexel University.

Jayme L. Brooks has served as the Executive Vice President and Chief Financial Officer of the Company since October 2019. Mrs. Brooks served as Executive Vice President and Chief Financial Officer of Capstone Turbine Corporation, a publicly traded manufacturer of microturbine energy systems, from April 2019 until September 2019, and as its Chief Financial Officer and Chief Accounting Officer from April 2015 to April 2019. Previously, Mrs. Books also served as Vice President of Financial Planning and Analysis, Interim Chief Accounting Officer and Director of Financial Reporting of Capstone Turbine Corporation. Previously, she served as Vice President and Controller of Computer Patent Annuities North America LLC, a company providing solutions for intellectual property management, including renewal services, software tools and portfolio management. Mrs. Brooks holds a Bachelor of Arts degree in Business Economics from the University of California at Santa Barbara and a Master of Business Administration degree from the Fuqua School of Business at Duke University. Mrs. Brooks is a Certified Public Accountant (active) licensed in California.

Jay A. Sharp has served as the Company’s Executive Vice President, Sales since January 13, 2026. Prior to this appointment, Mr. Sharp served as the Regional President of the Northeast and Midwest regions of the Company since January 2025. Previously, Mr. Sharp has served as the President of the following entities: Limbach Company LLC, Limbach Company LP, Jake Marshall, LLC and Limbach Facility & Project Solutions LLC since January 2023. Prior to his appointment as President to certain of the Company’s entities, Mr. Sharp served as the Company’s Executive Vice President, Regional Manager since March 2020, in which he had oversight for the Midwest region of the Company. Mr. Sharp also ran the Company’s Ohio business unit from August 2005 to March 2020 and served in various capacities at Limbach from 1990 to 2006. Mr. Sharp received his bachelor’s degree in 1988 from Messiah College through a partnership with Temple University in Philadelphia PA, and completed Columbia University’s Senior Executive Management program in 2013. Mr. Sharp has played an active role in the construction industry serving on the board of MCACO Board of Directors and has been a Labor Management Trustee for Local 24 from 2011 through 2021.

38Nicholas S. Angerosa has served as the Company’s Executive Vice President, National Customer Solutions since January 13, 2026. Prior to his appointment, Mr. Angerosa served as the Regional President of the Southeast region of the Company since January 2025. Previously, Mr. Angerosa served as President of Harper Limbach since July 2020, which includes the following entities: Harper Limbach LLC and Harper Limbach Construction LLC. Prior to his appointment as President of Harper Limbach, Mr. Angerosa served as the Company’s Senior Vice President and Branch Manager from May 2018 to July 2020, in which he oversaw the Tampa business unit. Before joining Harper Limbach, Mr. Angerosa worked as a Project Manager and Division Manager with The Poole & Kent Company of Florida, a specialty mechanical and general contractor, from October 1996 to May 2012.

certain of the Company’s entities, Mr. Sharp served as the Company’s Executive Vice President, Regional Manager since March 2020, in which he had oversight for the Midwest region of the Company. Mr. Sharp also ran the Company’s Ohio business unit from August 2005 to March 2020 and served in various capacities at Limbach from 1990 to 2006. Mr. Sharp received his bachelor’s degree in 1988 from Messiah College through a partnership with Temple University in Philadelphia PA, and completed Columbia University’s Senior Executive Management program in 2013. Mr. Sharp has played an active role in the construction industry serving on the board of MCACO Board of Directors and has been a Labor Management Trustee for Local 24 from 2011 through 2021.

Nicholas S. Angerosa has served as the Regional President of Southeast region of the Company since January 2025. Previously, Mr. Angerosa has served as President of Harper Limbach since July 2020, which includes the following entities: Harper Limbach LLC and Harper Limbach Construction LLC. Prior to his appointment as President of Harper Limbach, Mr. Angerosa served as the Company’s Senior Vice President and Branch Manager from May 2018 to July 2020, in which he oversaw the Tampa business unit. Before joining Harper Limbach, Mr. Angerosa worked as a Project Manager and Division Manager with The Poole & Kent Company of Florida, a specialty mechanical and general contractor, from October 1996 to May 2012.

Part II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

The Company’s common stock is traded on The Nasdaq Capital Market under the symbol “LMB”.

Holders

At ~~March~~February 627, ~~2025~~2026, there were 3025 holders of record of the Company’s common stock.

Dividends

To date, the Company has not paid dividends on its common stock nor does it anticipate that it will pay dividends in the foreseeable future. As of December 31, ~~2024~~2025, the Company does not have any preferred stock outstanding that has any preferential dividends.

Purchases of Equity Securities by the Issuer and the Affiliated Purchasers

~~None~~In December 2025, the Company announced that its Board of Directors authorized a share repurchase program (the “Share Repurchase Program”), pursuant to which the Company may, from time to time, purchase up to $50.0 million of shares of its common stock through December 15, 2027. Share repurchases may be executed through various means, including, without limitation, open market transactions, privately negotiated transactions or by other means in accordance with federal securities laws. Repurchases may also be made under Rule 10b5-1 plans. The Share Repurchase Program does not obligate the Company to acquire any particular amount of common stock, and the program may be suspended or terminated by the Company at any time at its discretion without prior notice. As of December 31, 2025, the Company has not repurchased any shares of common stock under its Share Repurchase Program.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Securities Authorized for Issuance under Equity Compensation Plans Information

The information called for by this item is incorporated herein by reference to the material under the caption, “Equity Compensation Plan Information,” and “Compensation Discussion and Analysis” in the ~~2025~~2026 Proxy Statement (as defined below).

Performance Graph

The following Performance Graph and related information shall be deemed “furnished” and not “filed” for purposes of Section 18 of the Exchange Act, and such information shall not be incorporated by reference into any future filing under the Securities Act or the Exchange Act except to the extent that we specifically incorporate it by reference into such filing.

Comparison of 5-Year Cumulative Total Return(1)

Among Limbach Holdings, Inc., the S&P 500 Index and the Russell 2000 Index

39(1)$100 invested on December 31, 2020 in stock or including reinvestment of dividends. Fiscal year ending December 31.

~~(1)$100~~Copyright© ~~invested~~2025 onStandard ~~December~~& 31Poor's, ~~2019~~a indivision ~~stock or including reinvestment~~ of ~~dividends~~S&P Global. ~~Fiscal~~All ~~year~~rights ~~ending December 31.~~reserved

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from its management’s expectations. Factors that could cause such differences are discussed in “Forward-Looking Statements”, “Risk Factor Summary” and “Risk Factors” in this Annual Report on Form 10-K. The Company assumes no obligation to update any of these forward-looking statements, unless required to do so by applicable law.

The discussion that follows includes a comparison of the Company’s results of operations and liquidity and capital resources for the fiscal years ended December 31, ~~2024~~2025 and ~~2023~~2024. ~~The~~In accordance with Item 303(b) of Regulation S-K, the Company has elected to omit discussion of the earliest of the three years covered by the consolidated financial statements presented. For a discussion and analysis of fiscal year ended December 31, ~~2022~~2023 and of changes from the fiscal year ended December 31, ~~2023~~2024 to the fiscal year ended December 31, ~~2022~~2023, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024 (filed with the SEC on March 1310, ~~2024~~2025).

Overview

The Company is a building systems ~~solution~~solutions firm that ~~partners~~designs, ~~with~~delivers, ~~building owners~~ and ~~facilities~~maintains ~~managers with mission critical~~ mechanical (heating, ventilation, and air conditioning), electrical, plumbing, and ~~plumbing~~controls ~~infrastructure~~(“MEPC”) systems. The Company ~~strives~~partners towith bebuilding anowners ~~indispensable~~and ~~partner~~operators toof ~~its~~mission-critical ~~customers~~facilities byacross ~~providing~~healthcare, ~~services~~industrial ~~that~~and ~~are~~manufacturing, ~~essential~~data tocenters, ~~the~~life ~~operation~~sciences, ofhigher ~~their~~education, ~~businesses.~~and ~~The~~cultural ~~Company~~and ~~has~~entertainment markets. With approximately 1,~~400~~500 team members inacross 2021 offices ~~across~~throughout the ~~eastern~~Eastern and Midwestern regions of the United States., ~~The~~the Company’s ~~team~~strives ~~members~~to ~~uniquely~~be ~~combine~~an ~~engineering~~indispensable ~~expertise~~partner by combining its national capabilities with ~~field~~strong ~~installation~~local ~~skills~~execution and talent to ~~provide~~deliver ~~custom~~proactive, safe, and reliable solutions ~~that~~for ~~leverage~~complex ~~its~~facilities. ~~full~~Operating ~~life-cycle~~on ~~capabilities~~a connected platform, ~~which~~the ~~allows~~Company itintegrates engineering expertise with field execution to provide customized MEPC infrastructure solutions that address both ~~the~~ operational and capital ~~projects~~project needs, ofoptimizing ~~its~~performance, ~~customers~~enhancing reliability, and ensuring long-term safety.

The Company’s core market sectors consist of the following customer base with mission-critical systems:

•Healthcare, including research, acute care and inpatient hospitals for regional and national hospital groups;

•Industrial and manufacturing, including automotive, energy and general manufacturing plants;

•Life sciences, including organizations and companies whose work is centered around research and development focused on living ~~things~~organisms and biological systems;

•Higher education, including both public and private colleges, universities and research centers; and

•Cultural and entertainment, including entertainment facilities (including casinos) and amusement rides and parks.

The Company operates in two segments, (i) ODR, in which the Company performs owner direct projects and/or provides maintenance or service primarily on ~~mechanical,~~MEPC ~~plumbing or electrical~~ systems, ~~building controls~~ and specialty contracting projects to existing buildings direct to, or assigned by, building owners or ~~property managers~~operators, and (ii) GCR, in which the Company generally manages new construction or renovation projects that involve primarily ~~mechanical,~~MEPC ~~plumbing,~~systems ~~or electrical services~~ awarded to the Company by general contractors or construction managers. The Company's work is primarily performed under fixed-price, modified fixed-price, and time and materials contracts over periods of typically less than two years.

Key Components of Consolidated Statements of Operations

Revenue

The Company’s ~~generates~~ revenue ~~principally~~is primarily derived from ~~fixed~~construction-~~price~~type ~~construction~~and services contracts to deliver ~~mechanical,~~MEPC ~~plumbing,~~systems ~~and electrical construction~~ services to its customers. ~~The~~Such ~~duration~~work ofis ~~the~~primarily ~~Company’s~~performed ~~contracts~~under ~~generally ranges from three months to two years. Revenue from~~ fixed -price, ~~contracts~~modified ~~is recognized on the cost~~fixed-~~to-cost method~~price, ~~measured~~and ~~by the relationship of total cost incurred to total estimated contract costs. Revenue from~~ time and materials ~~service~~ contracts isover ~~recognized~~periods as services are performed. The Company believes that its extensive experience in mechanical, plumbing, and electrical projects, and its internal cost review procedures during the bidding process enable it to reasonably estimate costs and mitigate the risk of ~~cost~~typically ~~overruns~~less onthan ~~fixed~~two ~~price contracts~~years.

~~The~~Construction-type ~~Company~~contract ~~generally~~revenue ~~invoices~~is ~~customers~~primarily onderived afrom ~~monthly~~fixed-price ~~basis,~~and ~~based~~modified onfixed-price acontracts. ~~schedule~~For the majority of ~~values~~these ~~that~~contracts, ~~breaks~~the ~~down~~Company’s performance obligations are satisfied over time because the ~~contract~~customer ~~amount~~controls ~~into~~the ~~discrete~~asset ~~billing~~as ~~items.~~it ~~Costs~~is ~~and~~created ~~estimated~~or ~~earnings~~enhanced inor ~~excess~~because ofthe ~~billings~~Company’s ~~are~~performance ~~recorded~~does asnot acreate ~~contract~~an asset ~~until~~with ~~billable~~an ~~under~~alternative use and the ~~contract~~Company ~~terms.~~has ~~Billings~~an inenforceable ~~excess~~right ofto ~~costs~~payment ~~and~~for ~~estimated~~performance ~~earnings~~completed ~~are~~to ~~recorded~~date. asFor acontracts ~~contract~~satisfied ~~liability~~over ~~until~~time, the ~~related~~Company ~~revenue is recognizable.~~

recognizes revenue using an input method based on costs incurred relative to total estimated costs at completion (the cost-to-cost method), which management believes depicts the transfer of control of services to the customer. The Company believes its extensive experience with MEPC systems projects, together with its internal cost estimation and review processes, enables it to reasonably estimate contract costs and mitigate the risk of cost overruns.

With respect to service contracts, the Company’s service arrangements generally include (i) fixed-price service contracts, typically for maintenance, repair and retrofit work over a period, commonly one year, and (ii) time and materials or similar service work performed on an as-needed basis. Revenue from fixed-price service contracts is generally recognized over time on a systematic basis that depicts performance over the contract term, which is typically on a straight-line basis when services are provided evenly over the contract period. Revenue derived from time and materials and other service work is recognized when the services are performed.

The Company generally invoices customers on a monthly basis based on a schedule of values that breaks down the contract amount into discrete billing items. Costs and estimated earnings in excess of billings on uncompleted contracts are recorded as a contract asset until billable under the contract terms. Billings in excess of costs and estimated earnings on uncompleted contracts are recorded as a contract liability until the related revenue is recognizable.

Cost of Revenue

Cost of revenue primarily consists of labor, equipment, material, subcontract and other job costs in connection with fulfilling the terms of the Company’s contracts. Labor costs consist of wages plus taxes, fringe benefits and insurance. Equipment costs consist of the ownership and operating costs of company-owned assets, in addition to outside-rented equipment. If applicable, job costs include estimated contract losses to be incurred in future periods. Due to the varied nature of the Company's services, and the risks associated therewith, contract costs as a percentage of contract revenue have historically fluctuated, and this fluctuation is expected to continue in future periods as well.

Selling, General and Administrative

Selling, general and administrative (“SG&A”) expenses consist primarily of personnel costs for the Company’s administrative, estimating, human resources, safety, information technology, legal, finance and accounting team members and executives. Also included in SG&A expenses are non-personnel costs, such as travel-related expenses, legal and other professional fees and other corporate expenses to support the growth of the Company's business and to meet the compliance requirements associated with operating as a public company. Those costs include ~~accounting, human resources, information technology, legal personnel,~~ additional consulting, legal and audit fees, insurance costs, Board of Directors’ compensation and the costs of achieving and maintaining compliance with Section 404 of the Sarbanes-Oxley Act of 2002.

~~Change~~Acquisition-related inRetention ~~fair~~Expense ~~value~~and ofContingent ~~contingent consideration~~Consideration

~~The~~As ~~change~~part ~~in fair value~~ of ~~contingent consideration relates to~~ the ~~remeasurement~~acquisition of ~~the~~Pioneer ~~contingent consideration arrangements resulting from each of the Jake Marshall~~Power, ~~LLC (“JMLLC”), Coating Solutions, LLC (“CSLLC”, together with JMLLC,~~ the ~~“Jake~~Company ~~Marshall~~implemented ~~Transaction”),~~retention ~~the~~arrangements ~~ACME~~for ~~Transaction,~~certain ~~the~~key ~~Industrial~~employees ~~Air~~of ~~Transaction,~~ the ~~Kent~~acquired ~~Island~~business. ~~Transaction~~Retention-related ~~and~~compensation ~~the~~is ~~Consolidated~~recognized ~~Mechanical~~as ~~Transaction.~~expense Asratably ~~part~~over of the ~~total~~service ~~consideration for the Jake Marshall~~period, ~~ACME,~~which ~~Industrial~~runs ~~Air,~~through ~~Kent~~December ~~Island and Consolidated Mechanical transactions~~2027, ~~the Company initially recognized $3.1 million, $1.5 million, $3.2 million, $4.4 million~~ and ~~$0.8 million,~~is ~~respectively, in~~ contingent ~~consideration~~on ~~associated~~continued ~~with their respective earnout payments~~employment. ~~The~~

41Certain of the Company's prior acquisitions include contingent earnout arrangements in which the Company may be required to make additional payments contingent upon the acquired businesses achieving specified performance targets over specified periods. The change in fair value of contingent consideration relates to the remeasurement of the contingent consideration arrangements resulting from the acquisitions of each ACME Industrial Piping, LLC (“ACME”), Industrial Air, LLC (“Industrial Air”), Kent Island and Consolidated Mechanical. The carrying values of the ACME, Industrial Air, Kent Island and Consolidated Mechanical Earnout Payments are subject to remeasurement at fair value at each reporting date through the end of the respective earnout periods with any changes in the fair value reported as a separate component of operating income in the consolidated statements of operations. See Note 9 – Fair Value Measurements in the accompanying notes to the Company’s consolidated financial statements for further information on the Company’s contingent earnout arrangements.

carrying values of the Jake Marshall, ACME, Industrial Air, Kent Island and Consolidated Mechanical earnout payments are subject to remeasurement at fair value at each reporting date through the end of the respective earnout periods with any changes in the fair value reported as a separate component of operating income in the consolidated statements of operations. See Note 9 – Fair Value Measurements in the accompanying notes to the Company’s consolidated financial statements for further information.

Amortization of Intangibles

Amortization expense represents periodic non-cash charges that consist of amortization of various intangible assets primarily including favorable leasehold interests and certain customer relationships. AsEach ~~a result~~ of the Jake Marshall ~~Transaction~~, ~~the~~LLC ~~Company~~(“Jake ~~recognized~~Marshall”), ~~in the aggregate, an additional $5.7 million of intangible assets associated with customer relationships with third-party customers, the acquired trade name and acquired backlog. As a result of the~~ ACME ~~Transaction~~, ~~the~~Industrial ~~Company recognized~~Air, inKent ~~the aggregate~~Island, anConsolidated ~~additional~~Mechanical ~~$2.8 million~~and ofPioneer Power-related intangible assets ~~associated~~were ~~with~~recorded ~~customer~~under ~~relationships with third-party customers and~~ the ~~acquired~~acquisition ~~trade~~method ~~name, inclusive~~ of ~~the~~accounting ~~impact~~at oftheir ~~certain~~estimated ~~measurement~~fair ~~period~~values ~~adjustments.~~at ~~As a result of~~ the ~~Industrial~~acquisition ~~Air~~date. ~~Transaction,~~See ~~the~~Note ~~Company~~3 ~~recognized,~~– Acquisitions in the ~~aggregate,~~accompanying annotes ~~additional~~to ~~$8.7 million of intangible assets associated with customer relationships with third-party customers,~~ the ~~acquired~~Company’s ~~trade~~consolidated ~~name,~~financial ~~trademarks~~statements ~~and~~for ~~intellectual~~further ~~property~~discussion ~~and the acquired backlog. In addition, as a result~~ of the ~~Kent Island Transaction, the~~ Company’s ~~recognized,~~acquired ~~in the aggregate, an additional $10.7 million of~~ intangible assets ~~associated with customer relationships with third-party customers, the acquired trade name and the acquired backlog. Lastly,~~ as a result of the ~~Consolidated~~Pioneer ~~Mechanical~~Power Transaction,. ~~the~~In ~~Company recognized~~addition, insee ~~the~~Note ~~aggregate,~~5 an– ~~additional~~Goodwill ~~$10.1 million~~and ofIntangible ~~intangible~~Assets ~~assets~~in ~~associated with customer relationships with third-party customers and~~ the ~~acquired trade name.~~

Each of the Jake Marshall, ACME, Industrial Air, Kent Island and Consolidated Mechanical-related intangible assets were recorded under the acquisition method of accounting at their estimated fair values at the acquisition date. See Note 3 – Acquisitions in the accompanying notes to the Company’s consolidated financial statements for further discussion of the Company’s acquired intangible assets as a result of the Kent Island and Consolidated Mechanical Transactions. In addition, see Note 5 – Goodwill and Intangible Assets in the accompanying notes to the Company’s consolidated financial statements for further information on the Company’s intangible assets. 38

accompanying notes to the Company’s consolidated financial statements for further information on the Company’s intangible assets.

Other (Expenses) Income

Other (expenses) income consists primarily of interest expense incurred in connection with the Company'’s ~~debt~~indebtedness, ~~a loss associated with the early termination of an operating lease,~~ gains orand losses ~~associated~~on ~~with~~dispositions ~~the disposition~~ of property, and equipment, changes in the fair value of the Company’s interest rate ~~swaps~~swap, ~~losses associated with the early extinguishment of debt~~ and interest income earned ~~from~~on ~~its~~ overnight repurchase agreements, money market investments, and U.S. Treasury ~~Bills and the Company's interest rate swap agreement~~bills. Deferred financing costs are amortized to interest expense using the effective interest method.

Provision for Income Taxes

The Company is taxed as a C corporation, and its financial results include the effects of federal income taxes, which ~~will~~are be paid at the parent level.

The Company’s provision for income taxes (including federal, state and local income taxes) is calculated based on the estimated annual effective tax rate. The Company accounts for income taxes in accordance with Accounting Standards Update (“ASC”) Topic 740 -— Income Taxes, which requires ~~the~~an ~~use of the~~ asset and liability ~~method~~approach. Under this ~~method~~approach, deferred tax assets and liabilities and income or expense are recognized for the expected future tax consequences of temporary differences between the financial statement carrying ~~values~~amounts of existing assets and liabilities and their respective tax bases, using enacted tax rates expected to beapply ~~applicable~~ in the ~~years~~periods in which ~~the~~those temporary differences are expected to reverse. Changes in deferred tax assets and liabilities are ~~recorded~~included in the provision for income taxes.

Impact of Acquisitions

In order to provide a more meaningful discussion of period-over-period ~~discussion~~changes ofin the Company’s operating results, the Company may discuss ~~amounts~~the ~~generated~~impact orof ~~incurred~~acquisitions ~~(revenues~~on revenue, gross profit, selling, general and administrative expenses, and operating income). ~~from~~Because ~~companies~~ acquired. ~~The~~businesses ~~amounts~~are ~~discussed~~included ~~reflect~~in the ~~acquired companies~~Company’s ~~operating~~ results inonly from their respective acquisition dates, the ~~current~~size ~~reported~~and ~~period~~timing ~~only~~of ~~for~~acquisitions may affect the ~~time~~comparability of period-over-period ~~these~~results. ~~entities~~Accordingly, ~~were~~such comparisons may not ~~owned~~be byfully ~~the~~indicative ~~Company~~of ongoing trends in the ~~comparable~~Company’s ~~prior~~operating ~~reported period~~performance.

~~During~~On ~~2023~~July 1, 2025, the Company ~~acquired~~completed ~~two~~an ~~companies~~acquisition ~~for~~of ~~total~~Woodbury, ~~cash~~Minnesota-based ~~consideration~~mechanical ofcontractor, ~~$15.3~~Pioneer ~~million~~Power, ~~net~~for ofa ~~cash~~purchase ~~acquired~~price ~~and~~at ~~inclusive~~closing of ~~certain~~$66.1 ~~measurement~~million. ~~period~~Pioneer ~~adjustments.~~Power Onis ~~July~~a 3,provider ~~2023,~~of ~~the~~industrial ~~Company~~and ~~completed~~institutional anmechanical ~~acquisition~~solutions ofserving ~~Chattanooga~~healthcare, ~~TN-based specialty industrial contractor~~food, ~~ACME~~power/utility, ~~for~~oil arefining ~~purchase~~and ~~price~~other atselect ~~closing~~markets ofin ~~$5.0~~the ~~million~~greater inTwin ~~cash.~~Cities ~~The~~region ~~transaction~~of ~~also~~Minnesota ~~provided~~and ~~for~~upper anMidwestern ~~earnout~~region. ofThe upacquisition tofurther ~~$2.5~~expands ~~million~~the ~~potentially~~Company’s ~~being~~footprint ~~paid~~and ~~out~~extends ~~over~~its ~~2024~~reach ~~and~~into ~~2025.~~new ~~ACME~~geographic ~~specializes~~markets in ~~performing~~the upper Midwestern region.

industrial maintenance, capital project work, and emergency services for specialty chemical and manufacturing customers, and is a leading mechanical solutions provider for hydroelectric producers. On November 1, 2023, the Company completed an acquisition of Greensboro, NC-based specialty mechanical contractor, Industrial Air, for a purchase price at closing of $13.5 million in cash. The transaction also provided for an earnout of up to $6.5 million potentially being paid out over 2025 and 2026. Industrial Air serves industrial customers throughout the Southeast United States and along the Eastern seaboard, focusing on delivering engineered air handling systems, including air condition and air filtration, along with controls systems and maintenance work. In addition, Industrial Air manufactures a wide range of components for air conditioning and filtration systems.

On September 3, 2024, the Company completed an acquisition of Laurel, MD-based specialty mechanical contractor, Kent Island Mechanical, for a purchase price at closing of $15.0 million. The transaction also provided for an earnout of up to $5.0 million potentially being paid out over 2025 and 2026. Kent Island is a leading provider of building systems solutions in the Greater Washington, DC metro area, including suburban Maryland and Northern Virginia. Kent Island excels in designing, engineering, installing, servicing, and maintaining mechanical and plumbing systems for complex facilities. The acquisition expands the Company’s market share within its existing operating footprint, provides further exposure to an attractive customer base and supports the Company's continued ODR growth strategy.

On December 2, 2024, the Company completed an acquisition of Owensboro, Kentucky-based specialty mechanical contractor, Consolidated Mechanical, for a purchase price at closing of $23.0 million. The transaction also provided for an earnout of up to $2.0 million potentially being paid out over 2026 and 2027. Consolidated Mechanical serves the heavy industrial, power and commercial markets. Consolidated Mechanical is a premier provider of mechanical, millwright, steel fabrication, plumbing construction, maintenance, and outage services to owners of complex process systems in the industrial sector. The acquisition extends the Company’s reach into the industrial sector, with new exposure to the power generation, food processing, manufacturing, and metal markets in Kentucky, Illinois and Michigan.

~~Divestitures~~On September 3, 2024, the Company completed an acquisition of Laurel, Maryland-based specialty mechanical contractor, Kent Island, for a purchase price at closing of $15.0 million. The transaction also provided for an earnout of up to $5.0 million potentially being paid out over 2026 and 2027. Kent Island is a leading provider of building systems solutions in the Greater Washington, DC metro area, including suburban Maryland and Northern Virginia. Kent Island excels in designing, engineering, installing, servicing, and maintaining mechanical and plumbing systems for complex facilities. The acquisition expands the Company’s market share within its existing operating footprint, provides further exposure to an attractive customer base and supports the Company's continued ODR growth strategy.

In February 2022, the Company announced its strategic decision to wind down its Southern California operations. The decision was made to better align the Company’s customer geographic focus and to reduce losses related to unprofitable locations. During 2023, the Company executed the closeout phases on its remaining Southern California business unit projects and has fully exited the Southern California region aside from certain operational warranty obligations. However, the Company is party to the terms of a sublease agreement for its leased premises in Southern California through April 2027 and remains obligated under the original lease for such office space in the event the sublessee fails to satisfy its obligations under the sublease agreement. See Note 14 – Leases in the accompanying notes to the Company’s consolidated financial statements for further information on the Southern California Sublease.

Operating Segments

The Company manages and measures the performance of its business in two operating segments: ODR and GCR. Segment information is prepared on the same basis that the Company’s Chief Operating Decision Maker (“CODM”) reviews operating results for the purposes of allocating resources and assessing performance. The Company’s CODM ~~comprises~~is comprised of its President and Chief Executive Officer and Executive Vice President and Chief Financial Officer.

In accordance with ASC Topic 280 – Segment Reporting, the Company has elected to aggregate all of the ODR work performed at branches into one ODR reportable segment and all of the GCR work performed at branches into one GCR reportable segment. All transactions between segments are eliminated in consolidation. 39

43In accordance with ASC Topic 280 – Segment Reporting, the Company has elected to aggregate all of the ODR work performed at its branches into one ODR reportable segment and all of the GCR work performed at its branches into one GCR reportable segment. All transactions between segments are eliminated in consolidation.

Comparison of Results of Operations For the Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

The following table presents operating results for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 in dollars and expressed as a percentage of total revenue (except as indicated below):

	For the Years Ended December 31,
(in thousands except for percentages)	~~2024~~2025					~~2023~~2024
Statement of Operations Data:
Revenue:
ODR	$	~~345~~485,~~500~~690	6675.61	%		$	~~261~~345,~~958~~500	5066.76	%
GCR	~~173~~161,~~281~~114		3324.49	%		~~254~~173,~~392~~281		4933.34	%
Total revenue	~~518~~646,~~781~~804		100.0	%		~~516~~518,~~350~~781		100.0	%
Gross profit:
ODR	~~107~~129,~~775~~876		3126.27	%	(1)	76107,~~090~~775		2931.02	%	(1)
GCR	3639,~~506~~438		2124.15	%	(2)	4336,~~200~~506		1721.01	%	(2)
Total gross profit	~~144~~169,~~281~~314		2726.82	%		~~119~~144,~~290~~281		2327.18	%
Selling, general and administrative(3)	97109,~~199~~518		1816.79	%		8797,~~397~~199		1618.97	%
Change in fair value of contingent consideration	3,770		0.7	%		729		0.1	%
Acquisition-related retention expense and contingent consideration	1,985		0.3	%		3,770		0.7	%
Amortization of intangibles	48,~~688~~357		01.93	%		14,~~880~~688		0.49	%
Total operating income	3849,~~624~~454		7.46	%		2938,~~284~~624		5.7.4	%
Other income (expenses)	1,342		0.3	%		(1,184)		(0.2)	%
Other (expenses) income	(825)		(0.1)	%		1,342		0.3	%
Total consolidated income before income taxes	3948,~~966~~629		7.75	%		2839,~~100~~966		57.47	%
Income tax provision	9,~~091~~565		1.85	%		79,~~346~~091		1.48	%
Net income	$	3039,~~875~~064	6.0	%		$	2030,~~754~~875	46.0	%

(1)As a percentage of ODR revenue.

(2)As a percentage of GCR revenue.

(3)Included within selling, general and administrative expenses was $57.80 million and $45.98 million of stock-based compensation expense for the year ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

Revenue

	For the Years Ended December 31,
	2024		2023		Increase/(Decrease)
	2025		2024		Increase/(Decrease)
(in thousands except for percentages)
Revenue:
ODR	$	~~345~~485,~~500~~690	$	~~261~~345,~~958~~500	$	83140,~~542~~190	3140.96	%
GCR	~~173~~161,~~281~~114		~~254~~173,~~392~~281		(8112,~~111~~167)		(317.90)	%
Total revenue	$	~~518~~646,~~781~~804	$	~~516~~518,~~350~~781	$	2128,~~431~~023	024.57	%

Total revenue for the year ended December 31, ~~2024~~2025 increased by $2128.40 million, ~~compared~~or ~~to the year ended December 31~~24.7%, ~~2023.~~to ~~ODR revenue increased by~~ $83646.58 million, orcompared 31to $518.~~9%,~~8 ~~while~~million ~~GCR~~for ~~revenue~~the ~~decreased~~year byended ~~$81.1 million~~December 31, ~~or 31~~2024.~~9%.~~ The increase in ~~year-over-year ODR segment~~ revenue ~~primarily~~ was ~~due~~primarily attributable to the ~~Company's~~impact ~~continued~~of ~~focus~~recent onacquisitions completed in the ~~accelerated~~second ~~growth~~half of ~~its~~2024 ~~ODR~~and ~~business~~July 2025. InThe ~~addition,~~Company’s ~~ODR~~organic ~~segment~~operations ~~revenue~~ increased ~~in the aggregate by approximately~~ $3118.59 million ~~due~~and to the ~~ACME~~incremental ~~and~~increase ~~Industrial~~from ~~Air~~acquisition-related ~~transactions.~~revenue ~~These entities were not acquired entities of the Company~~ for ~~the~~2025 ~~full~~was ~~year~~$109.1 ~~ending December 31, 2023~~million. ~~The decrease in year~~Acquisition-~~over-year~~related ~~GCR segment~~ revenue ~~was~~represents ~~primarily~~incremental ~~due~~revenue togenerated ~~the~~in ~~Company’s~~2025 ~~continued~~by ~~focus~~acquired onbusinesses ~~the~~only ~~execution of its mix-shift strategy to ODR. The Kent Island and Consolidated Mechanical transactions did not have a material impact on revenue~~ for the ~~year~~twelve-month ~~ended~~period ~~December~~subsequent ~~31, 2024 due~~ to ~~timing~~their ~~of when these entities were acquired.~~

respective acquisition dates. After such period, the results of acquired businesses are included within the Company’s organic operations, and period-over-period changes are discussed on a combined basis.

ODR revenue for the year ended December 31, 2025 increased by $140.2 million, or 40.6%, to $485.7 million, compared to $345.5 million for the year ended December 31, 2024. This increase was driven by the Company’s continued focus on accelerating growth within its ODR business, as well as incremental revenue contributions from the Pioneer Power, Consolidated Mechanical and Kent Island acquisitions. These acquisitions contributed approximately $81.4 million of the ODR revenue increase during 2025. The remaining increase of $58.8 million reflects organic growth driven by higher project volume within the Company’s ODR segment.

Gross Profit


	For the Years Ended December 31,
	2025			2024			Increase/(Decrease)
(in thousands except for percentages)
Gross profit:
ODR	$	129,876		$	107,775		$	22,101	20.5	%
GCR	39,438			36,506			2,932		8.0	%
Total gross profit	$	169,314		$	144,281		$	25,033	17.4	%

Total gross profit as a percentage of total revenue	26.2		%	27.8		%

	For the Years Ended December 31,
	2024			2023			Increase/(Decrease)
(in thousands except for percentages)
Gross profit:
ODR	$	107,775		$	76,090		$	31,685	41.6	%
GCR	36,506			43,200			(6,694)		(15.5)	%
Total gross profit	$	144,281		$	119,290		$	24,991	20.9	%
Total gross profit as a percentage of consolidated total revenue	27.8		%	23.1		%

The Company's gross profit for the year ended December 31, 2025 increased by $25.0 million, or 17.4%, to $169.3 million, compared to $144.3 million for the year ended December 31, 2024. The increase was primarily driven by higher gross profit in the ODR segment, partially offset by lower total gross margins.

~~The~~ODR ~~Company's~~ gross profit ~~for the year ended December 31, 2024~~ increased by $2522.01 million, or 20.95% ~~compared to the year ended December 31~~, ~~2023.~~primarily ~~ODR gross profit increased $31.7 million, or 41.6%,~~ due to ~~the combination of~~ an increase in revenue, ~~higher~~despite ~~margins~~lower ~~driven~~segment bygross ~~contract~~margins ~~mix and as a result~~ of ~~the ACME and Industrial Air transactions~~26.7% ~~These~~versus ~~entities were not acquired entities of the Company for the full year ending December~~ 31~~, 2023~~. ~~GCR gross profit decreased $6.7 million, or 15.5~~2%, ~~primarily due to lower revenue despite higher margins~~year-over-year. The ~~total~~decrease ~~gross~~in ~~profit~~ODR ~~percentage~~gross ~~increased~~margin ~~from~~was ~~23.1%~~primarily ~~for~~attributable ~~the year ended December 31, 2023~~ to ~~27.8% for~~ the ~~year~~impact ~~ended~~of ~~December 31,~~certain ~~2024~~acquisitions, ~~mainly~~which ~~driven~~operate byat ~~the~~lower ~~mix~~gross ~~of higher~~ margin ~~ODR~~profiles ~~segment~~relative ~~work,~~to the Company’s ~~becoming~~organic ~~more~~ODR ~~selective when pursuing GCR work~~operations, ~~and~~as ~~net~~well ~~material~~as ~~gross~~ODR-related ~~profit~~project write-ups. ~~The~~recognized ~~Kent~~in ~~Island~~2024 ~~and~~that ~~Consolidated~~did ~~Mechanical~~not ~~transactions~~recur ~~did~~in ~~not~~the ~~have~~current ayear. ~~material~~Management ~~impact~~continues onto ~~gross~~integrate ~~profit~~these ~~for~~acquired ~~the~~operations ~~year~~into ~~ended~~the ~~December~~Company’s ~~31,~~broader ~~2024~~operating ~~due~~model towith ~~timing~~the objective of ~~when~~improving ~~these~~profitability ~~entities~~over ~~were acquired~~time.

~~The Company recorded revisions in its contract estimates for certain ODR and~~ GCR ~~projects. During the year ended December 31, 2024, the Company recorded material~~ gross profit ~~write-ups~~increased ~~on four ODR segment projects for a total of~~ $32.9 million, ~~that~~or ~~had~~8.0%, adriven ~~net~~by ~~gross~~higher ~~profit~~segment ~~impact~~gross margins of $024.5 ~~million~~% orcompared ~~more~~to 21.1% ~~During the~~ year ~~ended December 31~~-over-year, ~~2024,~~despite ~~the~~lower ~~Company~~GCR ~~recorded~~segment ~~material~~revenue. ~~gross~~The ~~profit~~increase ~~write-ups~~in ~~on three~~ GCR ~~projects~~gross ~~for~~margin areflects ~~total~~the ofCompany’s ~~$3.3~~continued ~~million~~selectivity ~~and~~in ~~material~~pursuing ~~gross profit write-downs on two~~ GCR projects ~~for a total of $1~~.~~4 million.~~

~~During~~As ~~the~~a ~~year ended December 31~~result, ~~2023,~~total ~~the Company recorded a material~~ gross profit ~~write-down~~margin ondecreased ~~one~~to ~~ODR~~26.2% ~~segment project~~ for athe ~~total~~year ofended ~~$1.0~~December 31, ~~million~~2025 ~~that~~from ~~had a net gross profit impact of $0~~27.~~5 million~~8% orfor ~~more. During~~ the year ended December 31, ~~2023~~2024, ~~the~~primarily ~~Company~~due ~~recorded~~to ~~material~~lower ~~gross~~ODR ~~profit~~segment ~~write-ups~~margins ofassociated ~~$2.2~~with ~~million~~the oninclusion ~~two~~of ~~GCR~~acquired ~~projects~~entities, ~~and~~partially ~~material gross~~offset ~~profit~~by ~~write-downs~~improved ~~on two~~ GCR ~~projects~~segment ~~for a total of $1~~margins.~~3 million.~~

The Company also recorded revisions in its contract estimates for certain ODR and GCR projects. During the year ended December 31, 2025, the Company recorded material gross profit write-downs on two ODR segment projects for a total of $1.1 million that had a net gross profit impact of $0.5 million or more. During the year ended December 31, 2025, the Company recorded material gross profit write-ups on two GCR projects for a total of $2.2 million.

During the year ended December 31, 2024, the Company recorded material gross profit write-ups on four ODR segment projects for a total of $3.9 million that had a net gross profit impact of $0.5 million or more. During the year ended December 31, 2024, the Company recorded material gross profit write-ups of $3.3 million on three GCR projects and material gross profit write-downs on two GCR projects for a total of $1.4 million.

Selling, General and Administrative

	For the Years Ended December 31,
	2024			2023			Increase/(Decrease)
(in thousands except for percentages)
Selling, general and administrative	$	97,199		$	87,397		$	9,802	11.2	%
Total selling, general and administrative expenses as a percentage of consolidated total revenue	18.7		%	16.9		%

The Company's SG&A expense for the year ended December 31, 2024 increased by approximately $9.8 million, or 11.2% compared to the year ended December 31, 2023. The increase in SG&A was primarily due to a $6.5 million increase associated with payroll and incentive related expenses, $4.1 million of collective expenses incurred from the ACME and Industrial Air entities that were not acquired entities of the Company for the full fiscal year 2023, a $0.9 million increase in stock-based compensation expense and a $0.7 million increase for professional services fees. Partly offsetting this increase was a $1.0 million decrease in SG&A related to CEO transition costs recognized in 2023. Additionally, SG&A as a percentage of revenue was 18.7% for the year ended December 31, 2024 and 16.9% for the year ended December 31, 2023.


	For the Years Ended December 31,
	2025			2024			Increase/(Decrease)
(in thousands except for percentages)




Selling, general and administrative	$	109,518		$	97,199		$	12,319	12.7	%

Total selling, general and administrative expenses as a percentage of total revenue	16.9		%	18.7		%

~~Change~~The Company's total SG&A expense for the year ended December 31, 2025 increased by approximately $12.3 million, or 12.7% compared to the year ended December 31, 2024. The increase in ~~Fair~~total ~~Value~~SG&A was primarily driven by $9.3 million of ~~Contingent~~SG&A ~~Consideration~~expenses associated with the acquired entities. Acquisition-related SG&A represents SG&A expenses incurred in 2025 by acquired businesses only for the twelve-month period subsequent to their respective acquisition dates. After such period, the results of acquired businesses are included within the Company’s organic operations, and period-over-period changes are discussed on a combined basis. Organic SG&A increased $3.0 million primarily due to a $1.2 million increase in non-cash stock-based compensation expenses and a $1.1 million increase in bad debt expense associated with the write-off of certain customer receivables that were deemed uncollectible. Although total SG&A expense increased period-over-period, total SG&A expense as a percentage of revenue decreased to 16.9% for the year ended December 31, 2025 as compared to 18.7% for the year ended December 31, 2024 primarily due to the increased revenue in 2025 as a result of the Pioneer Power acquisition.

~~The~~Acquisition-related ~~change~~Retention inExpense ~~fair values of the Company’s earnout payment contingent consideration was a loss of $3.8 million~~ and ~~$0.7~~Contingent million for the years ended December 31, 2024 and 2023, respectively. These increases to the contingent liability were primarily attributable to the probability of meeting the gross profit margins associated with the contingent consideration arrangements for the acquisitions as of December 31, 2024 and 2023.Consideration

Acquisition-related retention and contingent consideration expenses were $2.0 million and $3.8 million for the years ended December 31, 2025 and 2024, respectively. For the year ended December 31, 2025, these expenses included approximately $0.2 million of acquisition-related retention expense associated with the Pioneer Power transaction, which was not incurred in the prior year. As part of the Pioneer Power acquisition, the Company entered into retention agreements with certain key employees of the acquired business. Retention-related compensation is recognized as expense ratably over the requisite service period, which extends through December 2027, and is contingent upon continued employment.

In addition, the Company recognized a $1.8 million increase in the fair value of contingent consideration during the year ended December 31, 2025, compared to a $3.8 million increase during the year ended December 31, 2024. The change in the fair value of contingent consideration represents a non-cash expense and was primarily attributable to updated estimates regarding the probability of achieving the gross profit targets underlying the earnout arrangements as of December 31, 2025 and 2024.

See Note 9 – Fair Value Measurements in the accompanying notes to the Company’s consolidated financial statements for further information on the Company's earnout arrangements.

Amortization of Intangibles


	For the Years Ended December 31,
	2025		2024		Increase/(Decrease)
(in thousands except for percentages)
Amortization of intangibles	$	8,357	$	4,688	$	3,669	78.3	%

	For the Years Ended December 31,
	2024		2023		Increase/(Decrease)
(in thousands except for percentages)
Amortization of intangibles	$	4,688	$	1,880	$	2,808	149.4	%

Total amortization expense for the year ended December 31, 2025 increased by approximately $3.7 million compared to the year ended December 31, 2024. The year-over-year increase in amortization expense was a result of the Pioneer Power, Consolidated Mechanical and Kent Island acquisitions, which resulted in higher amortization expense in the current year period as the related intangible assets from the acquisitions were not included in, or were included for only a portion of, the prior-year comparative period.

Total amortization expense for the year ended December 31, 2024 increased by approximately $2.8 million compared to the year ended December 31, 2023. As a result of the ACME, Industrial Air and Kent Island transactions, the Company acquired certain intangible assets in which it recognized an increase of approximately $3.1 million of amortization expense year-over-year. See Note 5 – Goodwill and Intangible Assets in the accompanying notes to the Company’s consolidated financial statements for further information on the Company's intangible assets.

Other ~~Income~~ (Expenses) Income

	For the Years Ended December 31,
	2024		2023		Increase/(Decrease)
(in thousands except for percentages)
Other income (expenses):
Interest expense	$	(1,869)	$	(2,046)	$	(177)	(8.7)	%
Interest income	2,227		1,217		1,010		83.0	%
Loss on debt extinguishment	—		(311)		(311)		(100.0)	%
Gain (loss) on change in fair value of interest rate swap	34		(124)		158		127.4	%
Gain on sale of property and equipment	950		80		870		1,087.5	%
Total other income (expenses)	$	1,342	$	(1,184)	$	2,526	213.3	%

Total other income for the year ended December 31, 2024 was $1.3 million as compared to total other expenses of $1.2 million for the year ended December 31, 2023. The increase in total other income (expenses) primarily was driven by a $1.0 million increase in interest income related to the Company's overnight repurchase agreements, investments in U.S. Treasury Bills and money market funds. In addition, during the year ended December 31, 2024, the Company recognized a gain of $1.0 million related to the sale of certain property and equipment compared to $0.1 million recognized in 2023. The increase in total other income (expenses) also included a $0.3 million loss on early debt extinguishment recognized during 2023.


	For the Years Ended December 31,
	2025		2024		Increase/(Decrease)
(in thousands except for percentages)
Other (expenses) income:
Interest expense	$	(3,133)	$	(1,869)	$	(1,264)	67.6	%
Interest income	815		2,227		(1,412)		(63.4)	%


(Loss) gain on change in fair value of interest rate swap	(191)		34		(225)		(661.8)	%
Gain on disposition of property and equipment	1,684		950		734		77.3	%
Total other (expenses) income	$	(825)	$	1,342	$	(2,167)	(161.5)	%

Total other expenses for the year ended December 31, 2025 was approximately $0.8 million as compared to total other income of $1.3 million for the year ended December 31, 2024. The change period-over-period was primarily driven by a $1.3 million increase in interest expense related to greater borrowings under the Company’s revolving credit facility to partially finance the Pioneer Power Transaction, and higher financing costs associated with a larger vehicle fleet period-over-period, as well as a $1.4 million decrease in interest income due to reduced cash and cash equivalent balances period-over-period and lower yields on invested balances. Partially offsetting these changes was a $0.7 million increase in gains associated with the disposition of certain property and equipment as part of the Company’s ongoing asset management and fleet optimization efforts.

Income Taxes

The Company’s income tax provision was $9.16 million and $79.31 million for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively, and it had a 2219.7% and 2622.17% effective tax rate over those same periods, respectively. The difference between the U.S. federal statutory tax rate and the Company’s effective tax rate ~~year~~period-over-~~year~~period was primarily due to state income taxes, tax credits, other permanent adjustments and discrete tax items. In particular, the Company’s effective rate for the ~~year~~years ended December 31, ~~2024~~2025 and ~~2023~~2024 were materially impacted by “excess tax benefits on stock-based compensation” recognized discretely during the first quarter of each year. ~~This~~as ~~benefit~~a ~~reduced~~result ~~the~~of ~~effective tax rate by 35.1% and 10.2% for~~ the ~~three~~Company’s ~~months ended March 31, 2024 and 2023 respectively, with the impact varying in prior years. The increase in the 2024 effective rate reduction is primarily related to the higher~~ stock price ofat the ~~Company~~RSU vesting dates resulting in increased tax deductions for the Company ~~upon vesting of equity incentive awards~~. See also Note 11 – Income Taxes in the accompanying notes to the Company’s consolidated financial statements.

ODR and GCR Backlog Information

The Company refers to its estimated revenue on uncompleted contracts, including the amount of revenue on contracts for which work has not begun, less the revenue it had recognized under such contracts, as “backlog.” Backlog includes unexercised contract options. The Company’s backlog includes projects that have a written award, a letter of intent, a notice to proceed or an agreed -upon work order to perform work on mutually accepted terms and conditions. Additionally, the difference between the Company’s backlog and remaining performance obligations is due to the portion of unexercised contract options that are excluded, under certain contract types, from the Company’s remaining performance obligations as these contracts can be canceled for convenience at any time by the Company or the customer without considerable cost incurred by the customer. InWhile ~~addition~~backlog provides a measure of work expected to ~~the~~be ~~Company’s~~performed ~~backlog~~in future periods, it ~~has~~is not necessarily a reliable indicator of future revenue or overall performance of the Company. A substantial ~~amount~~portion of the Company’s contracts, ~~with~~particularly ~~short~~within ~~lead~~its ~~times~~ODR ~~that~~operations, ~~book~~are short-cycle in nature and~~-bill~~ ~~within~~may ~~the~~be ~~same~~awarded ~~reporting~~and substantially completed within a short period following award. These projects typically have short lead times and rapid burn rates and, as a result, are generally not included in reported backlog. Consequently, fluctuations in reported backlog may not correlate with changes in overall market demand, revenue generation, or operational performance. Additional information related to the Company’s remaining performance obligations is provided in Note 4 — Revenue from Contracts with Customers in the accompanying notes to its consolidated financial statements. See also “Item 1A. Risk Factors — Our contract backlog is subject to adjustments, delays and cancellations and could be an uncertain indicator of our future earnings.”

46The Company’s ODR backlog was $255.8 million and $225.3 million as of December 31, 2025 and 2024, respectively. These amounts reflect unrecognized revenue expected to be recognized over the remaining terms of its construction-type and service contracts. Based on historical trends, the Company currently estimates that 84% of its ODR backlog as of December 31, 2025 will be recognized as revenue during 2026. The Company's ODR backlog increased due to its continued focus on the accelerated growth of its ODR business and as a result of backlog contributions resulting from the Pioneer Power Transaction.

~~financial~~The ~~statements~~Company’s GCR backlog was $141.8 ~~See~~million ~~also~~and ~~“Item~~$140.0 million as of December 1A31, 2025 and 2024, respectively. ~~Risk~~Projects ~~Factors — Our~~are ~~contract~~brought into backlog isonce ~~subject~~the toCompany ~~unexpected~~has ~~adjustments~~been ~~and~~provided ~~cancellations~~a written confirmation of award and ~~could~~the becontract anvalue ~~uncertain~~has ~~indicator~~been established. At any point in time, the Company has a substantial volume of ~~our~~projects ~~future~~that ~~earnings.”~~are specifically identified and advanced in negotiations and/or documentation, however those projects are not booked as backlog until the Company has received written

The Company’s ODR backlog was $225.3 million and $147.0 million as of December 31, 2024 and 2023, respectively. These amounts reflect unrecognized revenue expected to be recognized over the remaining terms of its service contracts and projects. Based on historical trends, the Company currently estimates that 86% of its ODR backlog as of December 31, 2024 will be recognized as revenue during 2025. The Company believes its ODR backlog increased due to its continued focus on the accelerated growth of its ODR business. 43

~~The Company’s GCR backlog was $140.0 million and $186.9 million as of December 31, 2024 and 2023, respectively. Projects are brought into backlog once the Company has been provided a written~~ confirmation of award and the contract value has been established. At any point in time, the Company has a substantial volume of projects that are specifically identified and advanced in negotiations and/or documentation, however those projects are not booked as backlog until the Company has received written confirmation from the owner or the general contractor / construction manager of their intention to award it the contract and they have directed the Company to begin engineering, designing, incurring construction labor costs or procuring needed equipment and material. The Company’s GCR projects tend to be built over a 12- to 24-month schedule depending upon scope and complexity. Most major projects have a preconstruction planning phase, which may require months of planning before actual construction commences. The Company is occasionally employed to deliver a “fast-track” project, where construction commences as the preconstruction planning work continues. As work on the Company’s projects progress, it increases or decreases backlog to take into account its estimate of the effects of changes in estimated quantities, changes in conditions, change orders and other variations from initially anticipated contract revenue, and the percentage of completion of the Company’s work on the projects. Based on historical trends, the Company currently estimates that 7277% of its GCR backlog as of December 31, ~~2024~~2025 will be recognized as revenue during ~~2025~~2026. Additionally, the reduction in GCR backlog has been intentional as the Company looks to focus on higher margin projects than it has done historically, as well as its focus on smaller, higher margin owner direct projects.

Market Update

InThe ~~2024,~~Company ~~the~~is ~~mechanical~~closely ~~services~~monitoring ~~industry~~evolving ~~experienced~~macroeconomic ~~steady~~conditions ~~demand~~and ~~across~~heightened ~~key~~geopolitical ~~sectors,~~risks. ~~driven~~During ~~by continued investment in energy efficiency~~2025, ~~infrastructure~~economic ~~upgrades~~ and ~~maintenance~~trade ofpolicy ~~aging~~uncertainty ~~mechanical~~increased ~~systems~~globally. ~~However,~~Rising ~~the~~trade ~~industry~~tensions ~~faced~~and ~~challenges~~changes ~~related~~ to ~~economic~~trade ~~uncertainty,~~policy ~~labor~~(including ~~shortages and supply chain volatility. Although the Company has been experiencing strong demand~~tariffs), ~~these~~global ~~industry challenges continue to impact its business. The Company experienced elevated levels of cost inflation during 2023~~conflicts, ~~which~~labor ~~has continued into 2024~~disruptions, ~~although at lower levels than those experienced in 2023. These headwinds have been partially mitigated in 2023~~ and ~~2024~~evolving byregulations ~~pricing~~can ~~actions~~contribute ~~taken in response~~ to ~~the~~ inflationary ~~cost environment~~pressures, supply chain ~~productivity~~disruptions, ~~improvements~~ and ~~cost~~pricing ~~savings~~and ~~initiatives.~~lead-time ~~Economic~~volatility ~~conditions~~for ~~contributed~~certain tomaterials ~~increases in interest rates during 2023; however, interest rates remained stable in the first half of 2024~~ and ~~the Federal Reserve reduced its benchmark interest rate by a total of 100 basis points in the second half of 2024~~equipment. ~~Future~~The ~~interest~~Company ~~rate~~continues ~~changes~~to ~~would~~collaborate ~~raise~~with orsuppliers ~~lower~~and ~~the~~subcontractors ~~rates~~to ~~the~~mitigate ~~Company~~potential ~~pays~~shortages onand ~~its~~reduce ~~leased~~supply ~~fleet vehicles~~ and ~~borrowings~~price ~~under the Second A&R Wintrust Revolving Loan~~volatility. ~~However,~~The ~~the~~ Company isanticipates ~~party to~~ an ~~interest~~elevated ~~rate~~level ~~swap~~of ~~arrangement~~uncertainty ~~to manage the risk associated~~ with arespect ~~portion of its variable-rate revolving loan. Also, the ongoing conflict between Russia and Ukraine, and the sanctions imposed in response~~ to ~~this~~inflation ~~conflict, have increased global economic~~ and ~~political~~other ~~uncertainty~~macroeconomic ~~and~~trends ~~the~~for ~~conflict in~~ the ~~Middle~~foreseeable ~~East may add to these issues~~future.

~~While~~The ~~the impact of these factors remains uncertain, the~~ Company continues to evaluate the extent to which ~~they~~these conditions may impact its business, financial condition, orand results of operations. ~~There can be no assurance that the Company's actions will serve to mitigate such impacts in future periods.~~ In periods of economic uncertainty, ~~businesses~~customers ~~and organizations~~ may delay or cancel large capital projects, such as new construction or major mechanical system upgrades. ~~The~~At the same time, the Company’s service, ~~contracts~~maintenance, and ~~maintenance~~repair work ~~often~~may remain stable or ~~even~~ increase, as customers prioritize maintaining existing systems over capital-intensive replacements. ~~Further,~~Economic ~~economic~~uncertainty ~~downturns~~ may also lead to increased competition and pricing ~~pressures~~pressure, ~~impacting~~which could adversely affect revenue and margins. The Company believes that its diversified ~~service~~services ~~offerings~~and ~~reduce~~customer ~~its~~base help reduce exposure to market volatility. While the Company believes its remaining performance obligations ~~are~~generally represent firm commitments, ~~and~~project ~~its~~timing ~~customers~~may ~~have~~shift ~~not~~due ~~provided~~to ~~the~~customer ~~Company~~scheduling ~~with~~decisions ~~indications~~and ~~that~~the ~~they~~availability noand ~~longer~~timing ~~wish~~of tocritical ~~proceed with planned projects~~equipment, prolonged delays ~~in the receipt of critical equipment~~ could result in ~~the Company's~~ customers seeking to defer, modify, or terminate existing or pending agreements. Any of these events could have a material adverse effect on the Company’s business, financial condition and/or results of operations.

~~Outlook~~In addition, the U.S. federal government experienced a lapse in appropriations that resulted in a partial shutdown from October 1, 2025 through November 12, 2025. This government shutdown included delays in the approval and funding of federally sponsored projects, interruptions in the issuance of new contracts, and deferred decision-making by government agencies. The Company experienced impacts to its operations as a result of the shutdown; however, those impacts were not material to its financial position or results of operations for 2025. The Company continues to monitor for any potential near-term effects on project timing, awards, or customer procurement activity.

~~The~~Strategy Company focuses on creating value for building owners by developing long-term relationships and becoming an indispensable partner to building owners with mission-critical systems. For 2025, the key objectives of the Company’s strategy are to 1) improve profitability and generate quality growth in its operations by shifting to the ODR segment; 2) expand margins

47The Company focuses on creating value for building owners by developing long-term relationships and becoming an indispensable partner to building owners with mission-critical systems. The Company employs a three-pillar approach to scale its business: (i) improve profitability and drive quality organic revenue growth; (ii) expand margins through enhanced and expanded customer solutions; and (iii) scale through acquisitions. To accomplish these objectives, the Company currently is executing the following initiatives:

~~through~~Pillar ~~evolved offerings, and 3) scale the business through acquisitions. To accomplish these objectives, the Company currently is executing the following initiatives:~~I

Organic ODR Growth. In focusing on improved profitability and ~~generating~~sustainable, quality growth ~~in its operation~~, the Company has dedicated ~~and continues to dedicate,~~ its resources toward the organic growth of its ODR segment, as the scope of ~~offerings~~services provided within ~~the~~this ~~Company’s ODR~~ segment typically ~~yield~~yields higher margins ~~when~~ compared to its GCR segment ~~work~~. ~~During~~For fiscal year ~~2023~~2025, the Company ~~eclipsed its ODR-related revenue target, generating a 50/50 segment revenue mix. For 2024, the Company~~ further expanded its growth within the ODR segment where it generated 6675.61% of its total consolidated revenue, achieving its ~~2024~~2025 ODR segment revenue target of ~~65-~~70% - 80%. ~~The~~Going forward, the Company believes itits ~~maintains~~disciplined, aowner-focused ~~disciplined~~operating ~~approach~~model, ~~capable~~supported ofby ~~providing~~ a full life- cycle of engineered solutions and craft expertise, ~~enabling~~positions it toas be a ~~one~~long-~~stop-shop~~term ~~for~~partner ~~building owners. The Company continues~~ to ~~make investments to expand its ODR revenue by increasing the value it can offer to~~ building owners ~~and~~with ~~continues to evaluate areas in which it could expand the breadth of its service offerings to better serve its customers. In addition, the Company continues to expand its owner~~mission-~~direct~~critical ~~offerings to include other digital solutions to manage and monitor the performance of building~~ systems~~, including data analytics, energy consumption and sustainability~~. These services allow the Company to develop new revenue streams, leveraging its professional services capabilities to support multi-location regional and national customers in core end-markets, and to drive energy retrofit and performance optimization projects for building owners.

Improved GCR Segment Margins. In the Company’s GCR segment, ~~its~~the ~~efforts~~Company ~~continue~~has been able to ~~focus~~improve GCR segment margins by focusing on improving project execution and profitability by pursuing opportunities that are smaller in size and shorter in duration ~~than they have been historically,~~ and where it can leverage its captive design and engineering services. The Company believes that it is appropriate ~~in the current contracting environment~~ to reduce risk and exposure to large, complex, non-owner direct projects where ~~the trend has been for~~ such ~~jobs~~projects tohave ~~provide~~historically risks that are difficult to mitigate. Currently, management believes the historical industry pricing and associated risks for this type of work does not align with the Company’s stakeholders’ expectations, and therefore, the Company continues to take steps to actively reduce these risks as it looks at future job selection and as it completes current jobs.

The Company continues to focus on expanding its margins by evolving and enhancing its current offerings to building owners. This initiative reflects the Company’s commitment to driving sustainable growth, increasing operational efficiency and delivering greater value to its stakeholders. This evolution is designed to align more closely with current market demands, emerging customer preferences and operational efficiencies, which together contribute to margin expansion. The Company aims to differentiate itself from its competitors by being a one-stop-shop for building owners, capable of providing a full life-cycle of engineered solutions and craft expertise. By meeting diverse customer needs under one roof, the Company deepens customer loyalty. The Company believes that building owners value the convenience and reliability of a single point of contact, which fosters long-term partnerships, reoccurring business and may open doors to larger capital projects. In addition, by evolving its offerings, the Company is able to capture a greater share of the value chain. 44

~~Additionally,~~presented ~~the~~risks ~~Company believes~~ that it can ~~further~~be ~~increase~~difficult ~~its~~to ~~cash~~mitigate ~~flow~~ and ~~operating~~it ~~income~~does bynot ~~acquiring~~align ~~strategically~~with ~~synergistic companies that will increase~~ the Company’s ~~geographic~~risk-adjusted ~~footprint,~~return ~~supplement~~expectations. ~~the~~Going ~~Company’s current business model~~forward, ~~address capability gaps and enhance~~ the ~~breadth~~Company ofbelieves ~~its~~it ~~offerings to better serve its customers. The Company~~ has ~~dedicated~~reached ~~and~~a ~~continues~~level toin ~~dedicate~~which ~~its resources to seek opportunities to acquire and integrate businesses that have attractive market positions, supports~~ the ~~Company’s~~GCR ~~ODR~~segment ~~growth~~stabilizes ~~strategy,~~as ~~expands~~a ~~and/or~~result ~~supplements the Company’s current breadth~~ of ~~offerings~~its ~~and~~disciplined isfocus ~~culturally~~on ~~compatible.~~smaller, ~~See~~shorter-duration ~~Note~~projects 3that –are ~~Acquisitions~~expected ~~in the accompanying notes~~ to ~~the~~contribute ~~Company’s~~more ~~consolidated~~consistent ~~financial~~gross ~~statements for further information on the Company’s most recent acquisition activity~~margins.

~~Given~~National ~~the~~Customer ~~broad~~Solutions. ~~suite~~The ofCompany ~~offerings~~continues to ~~customers~~advance ~~within~~its ~~the~~national ~~Company’s~~customer ~~market~~strategy ~~concentrations~~through a dedicated professional services team that provides owner advisory, construction program management ~~uses~~and arelated ~~variety~~support ofservices ~~factors~~for tocustomers ~~attempt~~with tocomplex, ~~predict~~mission-critical ~~the~~building ~~outlook~~systems ~~for~~and ~~the~~infrastructure ~~Company~~needs. ~~The~~These ~~Company~~services ~~monitors~~include ~~key~~capital ~~competitors~~planning ~~and~~to assist customers in ~~order~~planning, toprioritizing ~~gauge~~and ~~relative~~executing ~~performance~~both the design and ~~the~~construction ~~outlook~~of ~~for~~capital ~~the~~initiatives ~~future.~~and ~~The~~infrastructure ~~Company~~projects, ~~regularly~~while ~~performs~~enabling ~~detailed~~coordinated ~~evaluations~~delivery, ofstandardized ~~different~~workflows ~~market~~and ~~verticals~~consistent inexecution ~~which~~across itthe ~~serves~~Company’s tooperating ~~proactively~~footprint. ~~detect~~The ~~trends~~National ~~and~~Customer toSolutions ~~adapt~~team ~~its~~is ~~strategies~~focused ~~accordingly,~~on ~~including~~enhancing ~~potential~~alignment ~~triggers~~between local and ~~actions~~national teams, allowing the Company to bedeliver ~~taken~~a ~~under~~more ~~recessionary~~integrated ~~scenarios~~and consistent customer experience across geographies. InThrough ~~addition~~this approach, the Company ~~believes~~seeks to deepen customer relationships and increase the value delivered to its ~~backlog~~customers. isThe ~~indicative~~Company ofexpects ~~future~~to continue driving revenue and ~~thus~~margin ~~are~~expansion athrough ~~key~~its ~~measure~~national ofhealthcare ~~anticipated~~customer ~~performance~~relationships, while further expanding dedicated national teams to grow its presence in its data center and industrial and manufacturing market verticals.

~~The~~Sales Enablement. To support organic revenue growth, the Company continues to ~~monitor~~invest ~~the~~in ~~impact~~sales ~~that~~enablement initiatives. These efforts include the ~~inflationary~~continued ~~cost~~development ~~environment~~of ~~has~~centralized onfunctions, ~~its~~tools ~~cost~~and ~~structure.~~processes ~~Although~~intended ~~global~~to ~~supply~~support ~~chain~~sellers ~~and~~across ~~resource~~operating ~~constraints~~locations, ~~have~~enhance ~~improved~~coordination ~~throughout~~between ~~the~~local ~~year,~~and ~~the~~national ~~Company’s~~sales ~~performance~~efforts, ~~may~~and beimprove ~~impacted~~visibility byinto ~~future~~customer ~~developments~~opportunities ~~that~~and ~~are~~pipeline ~~uncertain~~activity. InBy ~~addition,~~equipping ~~geopolitical~~sales ~~risks~~teams with shared resources, training and ~~macroeconomic~~standardized ~~events~~workflows, ~~could~~the ~~cause~~Company ~~disruptions~~seeks to ~~operations~~drive more disciplined opportunity management, ~~supply~~support ~~chains~~cross-selling ~~and~~of ~~end~~services ~~markets~~and solutions, ~~tightening~~and ~~credit~~enable ~~conditions,~~a ~~higher~~more ~~interest~~seamless ~~rates,~~customer ~~global~~experience ~~banking~~across ~~uncertainty~~its ~~and~~geographic ~~the~~footprint. ~~possibility~~Management ofbelieves ~~deteriorating~~these ~~overall~~sales ~~economic~~enablement ~~conditions~~initiatives ~~which~~strengthen ~~could~~execution, ~~negatively~~enhance ~~impact~~productivity and support scalable, margin-accretive growth over the ~~Company’s~~long term as the business continues to expand.

Pillar II

Pillar III

Seasonality, Cyclicality and Quarterly Trends

Severe weather can impact the Company’s operations. In the northern climates where it operates, and to a lesser extent the southern climates as well, severe winters can slow the Company’s productivity on ~~construction~~ projects, which shifts revenue and gross profit recognition to a later period. The Company’s maintenance operations may also be impacted by mild or severe weather. Mild weather tends to reduce demand for its maintenance services, whereas severe weather may increase the demand for its maintenance and time and materials services. The Company’s operations also experience cyclicality, as the Company tends to see customer budgets being allocated in the first quarter of the year and an increased level of maintenance and capital project execution during the third and fourth calendar quarters of each year.

4845

weather. Mild weather tends to reduce demand for its maintenance services, whereas severe weather may increase the demand for its maintenance and time-and-materials services. The Company’s operations also experience mild cyclicality, as building owners typically work through maintenance and capital projects at an increased level during the third and fourth calendar quarters of each year.

Effect of Inflation and Tariffs

The prices of ~~products~~key inputs used in the Company’s projects and service operations; such as steel, pipe, copper, and certain equipment ~~from~~and ~~manufacturers~~components, are subject to ~~fluctuation~~volatility, ~~and~~including increases. Itdriven isby ~~difficult to accurately measure the impact of~~ inflation, tariffs, supply constraints and price escalation ~~due to the imprecise nature of the estimates required~~. ~~However,~~These ~~these~~factors ~~effects are~~can, at times, be material to ~~the~~its ~~Company’s~~ results of operations and financial condition~~. During fiscal years 2023 and 2022~~, ~~the~~particularly ~~Company experienced higher cost of materials~~ on ~~specific~~fixed-price projects and ~~delays~~where ~~in its supply chain for~~ equipment ~~and~~lead ~~service~~times ~~vehicles~~extend ~~from~~beyond ~~the manufacturers, and these higher costs and delays in~~ its ~~supply~~procurement ~~chain persisted in 2024~~window. ~~When~~The ~~appropriate, the~~ Company ~~includes~~has ~~cost~~at ~~escalation~~times ~~factors~~experienced ~~into~~higher ~~its~~material ~~bids~~ and proposals, and limits the acceptance time of its bid. In addition, the Company is often able to mitigate the impact of future price increases by entering into fixed price purchase orders for materials and equipment ~~and~~costs ~~subcontracts~~ on ~~its~~specific projects. ~~Notwithstanding~~and ~~these~~delays ~~efforts,~~in if the ~~Company experiences significant disruptions to its~~ supply chain, itfor ~~may need to delay~~ certain ~~projects~~equipment ~~that would otherwise be accretive to its business,~~ and ~~this~~service ~~may also impact the conversion rate of its current backlog into revenue~~vehicles.

InWhere ~~February 2025~~appropriate, the ~~United~~Company ~~States~~seeks ~~government~~to ~~announced~~mitigate athese ~~number~~impacts ofby ~~tariffs~~(i) onincorporating ~~imports,~~cost ~~including~~escalation ~~imports~~assumptions ~~on steel~~ and/or ~~aluminum.~~escalation ~~Increased~~provisions ~~costs~~into ~~for~~bids ~~imported steel~~ and ~~aluminum products have led domestic sellers to respond with market-based increases to prices for such inputs as well. These tariffs~~proposals, ~~along~~(ii) ~~with~~limiting ~~any additional tariffs or trade restrictions that may be implemented by~~ the ~~United~~acceptance ~~States~~period ~~or other countries, could result in further increased costs, shifts in competitive positions and a decreased supply~~ of ~~steel~~bids, ~~resins~~(iii) ~~and~~procuring ~~aluminum~~materials ~~as well as additional imported components~~ and ~~materials.~~equipment ~~The~~earlier ~~Company’s~~in ~~ODR segment focus often allows for these increased costs to be passed onto~~ the ~~customer~~project ~~due to the short sales cycle; however~~lifecycle, ~~the~~including ~~Company~~through ~~may not be able to pass certain~~ fixed-price ~~increases~~purchase onorders towhere ~~its~~feasible, ~~customers~~ and ~~may~~(iv) ~~not~~negotiating bewith ~~able~~suppliers toand ~~secure~~subcontractors ~~adequate alternative sources of materials on a timely basis. The Company may not be able~~ to ~~pass~~manage ~~certain~~pricing ~~price increases on to its customers~~ and ~~may~~delivery ~~not~~terms. beDespite ~~able~~these toefforts, ~~secure~~sustained ~~adequate~~inflationary ~~alternative~~pressures, ~~sources~~supply ofchain ~~materials~~disruptions, onor arapid ~~timely~~changes ~~basis.~~in ~~While~~tariff ~~retaliatory~~regimes ~~tariffs~~could ~~imposed~~increase byits ~~other~~costs, ~~countries~~reduce ~~on the United States have not yet had a significant impact~~margins, ~~the~~and/or ~~Company~~require ~~cannot~~us ~~predict~~to ~~further~~defer ~~developments.~~or Atre-sequence ~~this time~~projects, itwhich iscould ~~difficult~~adversely toaffect ~~accurately measure~~ the ~~impact~~pace ~~these~~at ~~tariffs,~~which orbacklog ~~potential~~converts ~~future~~to ~~tariffs, will have on the Company~~revenue.

The Company continues to monitor developments in U.S. trade policy, including tariffs imposed under Section 232 of the Trade Expansion Act of 1962 on imported steel and aluminum and certain derivative products. In June 2025, the United States increased the Section 232 tariff rate on steel and aluminum to 50% for covered products, and during 2025 the scope of covered derivative products was expanded. These actions, and any additional duties or trade restrictions that may be enacted by the United States or other countries, could increase costs, impact the availability and lead times of certain materials and components, and alter competitive dynamics. In the Company’s ODR segment, which generally operates on shorter sales cycles, it can often adjust pricing to reflect cost increases; however, the Company may be unable to recover all cost increases in a timely manner, particularly for fixed-price contracts and for long-lead equipment orders. While retaliatory measures by other countries have not materially impacted the Company to date, future developments remain uncertain. Accordingly, the Company cannot predict the ultimate impact of tariffs or other trade restrictions on our business, results of operations or financial condition.

Liquidity and Capital Resources

Cash Flows

The Company’s liquidity needs relate primarily to the provision of working capital (defined as current assets less current liabilities) to support operations, funding of capital expenditures, and investment in strategic opportunities. Historically, liquidity has been provided by operating activities and borrowings from commercial banks and institutional lenders.

The following table presents summary cash flow information for the periods indicated:

	For the Years Ended December 31,
(in thousands)	~~2024~~2025		~~2023~~2024
Net cash (used in) provided by:
Net cash provided by (used in):
Operating activities	$	3645,~~783~~700	$	5736,~~366~~783
Investing activities	(4267,~~569~~586)		(1742,~~092~~569)
Financing activities	(911,~~117~~699)		(169,~~490~~117)
Net (decrease) increase in cash, cash equivalents and restricted cash	$	(1433,~~903~~585)	$	23(14,~~784~~903)
Noncash investing and financing transactions:
Earnout liability associated with the Kent Island Transaction	$	~~4,381~~—	$	—4,381
Earnout liability associated with the Consolidated Mechanical Transaction	~~757~~—		—757
Earnout liability associated with the ACME Transaction	—		1,514
Kent Island Transaction, measurement period adjustment	(94)		—
Earnout liability associated with the Industrial Air Transaction	—		3,165
Right of use assets obtained in exchange for new operating lease liabilities	2,446		4,775
Right of use assets obtained in exchange for new operating lease liabilities	4,775		3,135
Right of use assets obtained in exchange for new finance lease liabilities	13,529		7,586
Right of use assets obtained in exchange for new finance lease liabilities	7,586		5,219
Right of use assets disposed or adjusted modifying operating lease liabilities	—		1,268
Right of use assets disposed or adjusted modifying operating lease liabilities	1,268		1,112
Right of use assets disposed or adjusted modifying finance lease liabilities	49		—
Right of use assets disposed or adjusted modifying finance lease liabilities	—		(93)
Interest paid	3,102		1,899
Interest paid	1,899		1,908
Cash paid for income taxes	$	7,346	$	8,529
Cash paid for income taxes	$	8,529	$	9,156

The Company's cash flows are primarily impacted period to period by fluctuations in working capital. Factors such as the Company’s contract mix, commercial terms, days sales outstanding (“DSO”) and delays in the start of projects may impact its working capital. In line with industry practice, the Company accumulates costs during a given month then bills those costs in the current month for many of its contracts. While labor costs associated with these contracts are paid weekly and salary costs associated with the contracts are paid bi-weekly, certain subcontractor costs are generally not paid until the Company receives payment from its customers (contractual “pay-if-paid” terms). The Company has not historically experienced a large volume of write-offs related to its receivables and contract assets. The Company regularly assesses its receivables for collectability and provides allowances for credit losses where appropriate. The Company believes that its reserves for its expected credit losses are appropriate as of December 31, 2024, but adverse changes in the economic environment may impact certain of its customers’ ability to access capital and compensate the Company for its services, as well as impact project activity for the foreseeable future.46

The Company’'s ~~existing~~cash ~~current~~flows ~~backlog~~are isprimarily ~~projected~~impacted period to ~~provide~~period ~~substantial~~by ~~coverage~~fluctuations ofin ~~forecasted~~working ~~revenue~~capital. ~~for~~Factors ~~one~~such ~~year~~as ~~from~~the Company’s contract mix, commercial terms, days sales outstanding (“DSO”) and delays in the ~~date~~start of ~~the~~projects ~~financial~~may ~~statement~~impact ~~issuance~~its working capital. In ~~addition~~line towith industry practice, the Company's ~~backlog,~~accumulates itcosts ~~has~~during a ~~substantial~~given ~~amount~~month and then bills those costs in the current month for many of its contracts. While labor costs associated with ~~short~~these ~~lead~~contracts ~~times~~are ~~that~~paid ~~book-~~weekly and~~-bill~~ ~~within~~salary ~~the~~costs ~~same~~associated ~~reporting~~with ~~period~~the ~~and~~contracts are ~~not~~paid ~~included~~bi-monthly, incertain ~~backlog.~~subcontractor ~~The~~costs ~~Company's~~are ~~current~~generally ~~cash~~not ~~balance,~~paid ~~together~~until ~~with~~the ~~cash~~Company itreceives ~~expects~~payment tofrom ~~generate~~its ~~from~~customers ~~future~~(contractual ~~operations,~~“pay-if-paid” ~~along~~terms). ~~with~~The ~~borrowings~~Company ~~available~~has ~~under~~not ~~its~~historically ~~credit~~experienced ~~facility,~~a ~~are~~large ~~expected~~volume toof bewrite-offs ~~sufficient~~related to ~~finance~~ its ~~short-~~receivables and ~~long-term~~contract ~~capital~~assets. ~~requirements~~The ~~(or~~Company ~~meet~~regularly ~~working~~assesses ~~capital~~its ~~requirements)~~receivables for atcollectability ~~least~~and ~~the~~provides ~~next~~allowances ~~twelve~~for ~~months.~~credit Inlosses ~~addition~~where toappropriate. ~~the~~The ~~future~~Company ~~operating~~believes ~~cash~~that ~~flows~~its ofreserves ~~the~~for ~~Company,~~its ~~along~~expected ~~with~~credit ~~its~~losses ~~existing~~are ~~borrowing~~appropriate ~~availability~~as ~~and~~of ~~access~~December 31, to2025, ~~financial~~but ~~markets,~~adverse changes in the ~~Company~~economic ~~currently~~environment ~~believes~~may itimpact ~~will~~certain beof ~~able~~its tocustomers’ ~~meet~~ability ~~any~~to ~~working~~access capital and ~~future~~compensate ~~operating~~the ~~requirements,~~Company ~~and~~for ~~capital~~its ~~investment~~services, ~~forecast~~as ~~opportunities~~well ~~for~~as atimpact ~~least~~project ~~the~~activity ~~next~~for ~~twelve~~the ~~months~~foreseeable future.

The Company’s existing current backlog is projected to support a portion of forecasted revenue for one year from the date of the financial statement issuance. In addition to the Company's backlog, the Company has a substantial amount of contracts with short lead times that book-and-bill within the same reporting period and are not included in backlog. The Company's current cash balance, together with the cash it expects to generate from future operations along with borrowings available under its credit facility, are expected to be sufficient to finance its short- and long-term capital requirements (or meet working capital requirements) for at least the next twelve months. In addition to the future operating cash flows of the Company, along with its existing borrowing availability and access to financial markets, the Company currently believes it will be able to meet any working capital and future operating requirements, and capital investment forecast opportunities for at least the next twelve months.

The following table represents the Company’s summarized working capital information:

	As of December 31,
(in thousands, except ratios)	~~2024~~2025		~~2023~~2024
Current assets	$	~~220~~195,~~334~~049	$	~~217~~220,~~000~~334
Current liabilities	(~~151~~135,~~037~~086)		(~~145~~151,~~148~~037)
Net working capital	$	6959,~~297~~963	$	7169,~~852~~297
Current ratio(1)	1.4644		1.5046

(1) Current ratio is calculated by dividing current assets by current liabilities.

As discussed above and in Note 7 – Debt in the accompanying notes to the Company’s consolidated financial statements, as of December 31, ~~2024~~2025, the Company was in compliance with all financial maintenance covenants as required by its credit facility.

Cash Flows Provided by Operating Activities

The following is a summary of the significant sources (uses) of cash from operating activities:

	For the Years Ended December 31,
(in thousands)	2024		2023		Cash Inflow (Outflow)
Cash flows from operating activities:
Net income	$	30,875	$	20,754	$	10,121
Non-cash operating activities(1)	24,454		18,222		6,232
Changes in operating assets and liabilities:
Accounts receivable	(11,275)		32,607		(43,882)
Contract assets	8,506		10,397		(1,891)
Other current assets	(499)		(1,486)		987
Accounts payable, including retainage	(10,298)		(10,909)		611
Contract liabilities	(2,949)		(9,121)		6,172
Income tax receivable	—		95		(95)
Accrued taxes payable	1,024		(1,442)		2,466
Accrued expenses and other current liabilities	3,111		2,867		244
Operating lease liabilities	(3,850)		(3,795)		(55)
Payment of contingent consideration liability in excess of acquisition-date fair value	(2,175)		(1,224)		(951)
Other long-term liabilities	(141)		401		(542)
Cash (used in) provided by working capital	(18,546)		18,390		(36,936)
Net cash provided by operating activities	$	36,783	$	57,366	$	(20,583)

(1)Represents non-cash activity associated with depreciation and amortization, provision for credit losses, stock-based compensation expense, operating lease expense, amortization of debt issuance costs, deferred income tax provision, gain or loss on sale of property and equipment, changes in fair value of contingent consideration and changes in the fair value of the Company’s interest rate swap.


	For the Years Ended December 31,
(in thousands)	2025		2024		Cash Inflow (Outflow)
Cash flows from operating activities:
Net income	$	39,064	$	30,875	$	8,189
Non-cash operating activities(1)	32,790		24,454		8,336
Changes in operating assets and liabilities:
Accounts receivable	4,466		(11,275)		15,741
Contract assets and contract liabilities, net(2)	(24,779)		5,557		(30,336)
Other current assets	3,220		(499)		3,719
Accounts payable, including retainage	5,288		(10,298)		15,586


Accrued taxes payable	(318)		1,024		(1,342)
Accrued expenses and other current liabilities	(8,918)		3,111		(12,029)
Operating lease liabilities	(3,999)		(3,850)		(149)
Payment of contingent consideration liability in excess of acquisition-date fair value	(1,523)		(2,175)		652
Other long-term liabilities	409		(141)		550
Cash used in working capital	(26,154)		(18,546)		(7,608)
Net cash provided by operating activities	$	45,700	$	36,783	$	8,917

~~During~~(1)Represents ~~the~~non-cash ~~year~~activity ~~ended~~associated ~~December 31,~~with ~~2024,~~depreciation ~~the~~and ~~Company generated $36.8 million in cash in its operating activities~~amortization, ~~which~~provision ~~consisted~~for ofcredit ~~cash used in working capital of $18.5 million~~losses, non-cash ~~adjustments of $24.5 million (primarily depreciation and amortization,~~ stock-based compensation expense, operating lease expense, ~~and~~amortization ~~the change in fair value~~ of ~~contingent~~debt ~~consideration)~~issuance ~~and~~costs, ~~net~~deferred income ~~for~~tax ~~the period of $30.9 million. During the year ended December 31~~provision, ~~2023,~~gain ~~the~~or ~~Company~~loss ~~generated~~on ~~$57.4~~sale ~~million in cash in its operating activities, which consisted~~ of ~~cash~~property ~~provided by working capital of $18.4 million, non-cash adjustments of $18.2 million (primarily depreciation~~ and ~~amortization~~equipment, ~~stock~~acquisition-~~based~~related ~~compensation~~retention expense, ~~operating~~and ~~lease~~contingent ~~expense,~~consideration ~~loss on early debt extinguishment~~ and ~~the~~changes ~~change~~ in the fair value of ~~contingent consideration) and net income for~~ the ~~period~~Company's ofinterest ~~$20.8~~rate ~~million~~swap.

~~The~~(2)During ~~decrease in operating cash flows during~~ the year ended December 31, ~~2024~~2025, ~~compared to~~ the ~~year~~Company ~~ended~~refined ~~December 31,~~the ~~2023~~presentation ~~was~~of ~~primarily attributable to a $43.9 million year~~contract-~~over-year cash outflow~~ related tobalances ~~the~~within ~~change~~operating inactivities ~~accounts receivable, which was due to the timing~~ of ~~cash receipts and~~ the ~~successful~~consolidated ~~resolution~~statements of ~~certain~~cash ~~outstanding~~flows. ~~claims~~Changes ~~recognized~~ in ~~2023.~~contract ~~This~~assets ~~cash~~and ~~outflow~~contract ~~was~~liabilities ~~partially~~are ~~offset~~now bypresented on a ~~$10.1 million increase in~~ net ~~income~~basis, arather ~~$6.2~~than ~~million~~as ~~increase~~separate ~~related~~line items, to ~~non-cash~~align ~~operating~~with ~~activities and an aggregate $4.3 million period-over-period change related to~~ the Company’s ~~contract~~presentation ~~assets~~of ~~and~~net ~~liabilities~~contract positions. ~~The~~Prior-period ~~increase~~amounts inhave ~~the~~been ~~Company’s~~conformed ~~overbilled~~for ~~position~~comparability, ~~was~~where ~~due~~applicable. toThis ~~the~~presentation ~~timing~~change ofdid ~~contract~~not ~~billings~~impact ~~and~~net ~~the~~cash ~~recognition~~provided ofby ~~contract~~operating ~~revenue~~activities.

During the year ended December 31, 2025, the Company generated $45.7 million in cash in its operating activities, which consisted of net income of $39.1 million and certain non-cash adjustments of $32.8 million, partly offset by cash used in working capital of $26.2 million. During the year ended December 31, 2024, the Company generated $36.8 million from its operating activities, which consisted of net income of $30.9 million and certain non-cash adjustments of $24.5 million, partly offset by cash used in working capital of $18.5 million.

The year-over-year increase in operating cash flows was primarily attributable to an $8.2 million increase in net income, a $15.6 million increase related to accounts payable (including retainage) and a $15.7 million increase related to accounts receivable, each due to the timing of cash payments and collections. Operating cash flows also benefited from higher non-cash adjustments during the year. These increases were partially offset by a $30.3 million net cash outflow related to changes in contract assets and liabilities, primarily reflecting the timing of billings relative to revenue recognition, and an $12.0 million decrease related to accrued expenses and other current liabilities.

Cash Flows Used in Investing Activities

Cash flows used in investing activities were $4267.6 million for the year ended December 31, ~~2024~~2025, as compared to $1742.16 million for the year ended December 31, ~~2023~~2024. ~~Cash~~The increase was driven primarily by $65.7 million of cash outflows related to the Pioneer Power Transaction in 2025, net of cash acquired and inclusive of certain measurement period adjustments. In addition, cash used in investing activities for the year ended December 31, ~~2024~~2025 included ~~cash outflows of~~ $133.48 million ~~and~~of ~~$23.2~~capital ~~million~~expenditures, ~~cash~~primarily ~~outflows~~related ~~associated~~to ~~with~~ the ~~Kent~~purchase ~~Island~~of ~~Transaction~~rental ~~and~~equipment ~~Consolidated~~to ~~Mechanical~~expand ~~Transaction,~~customer ~~respectively~~offerings, ~~net~~partially ofoffset ~~cash~~by ~~acquired~~$1.9 ~~and~~million ~~inclusive~~ of ~~certain~~proceeds ~~measurement~~from ~~period~~sales ~~adjustments.~~of Inproperty and equipment.

51For the year ended December 31, 2024, investing activities included cash outflows of $13.4 million and $23.2 million related to the Kent Island and Consolidated Mechanical transactions, respectively, net of cash acquired and inclusive of certain measurement period adjustments. In addition, capital expenditures totaled $7.5 million, largely reflecting initial investments in rental equipment as the Company launched its direct rental equipment offering, and were partially offset by $1.5 million of proceeds from sales of property and equipment.

addition, cash used in investing activities for the year ended December 31, 2024 represented $7.5 million of cash outflows for capital additions pertaining to purchased property and equipment, which was primarily associated with the purchase of certain rental equipment to expand customer offerings. During fiscal year 2024, the Company began offering direct rental equipment solutions for building owners who are faced with unexpected disruptions or a planned maintenance or system repair, ensuring minimal downtime for customers’ systems and facilities. These cash outflows were partially offset by $1.5 million in proceeds from the sale of property and equipment. Cash used in investing activities for the year ended December 31, 2023 included cash outflows of $4.9 million and $10.4 million associated with the ACME Transaction and Industrial Air Transaction, respectively, net of cash acquired and inclusive of certain measurement period adjustments. In addition, cash used in investing activities for the year ended December 31, 2023 represented $2.3 million of cash outflows for capital additions pertaining to purchased property and equipment, offset by $0.4 million in cash proceeds from the sale of property and equipment. 48

~~Aside~~Excluding ~~from the~~ rental equipment ~~purchased during 2024~~investments, ~~the~~capital ~~majority~~expenditures ~~of the Company's purchases of property and equipment~~ in both periods ~~was~~primarily ~~for~~related ~~capital additions pertaining~~ to tools and equipment, ~~computer~~ software and hardware ~~purchases~~, office furniture, and ~~office related~~ leasehold improvements. For the years ended December 31, 2024 and 2023, the Company obtained the use of various assets through operating and finance leases, which reduced the level of capital expenditures that would have otherwise been necessary to operate its business.

Cash Flows Used in Financing Activities

Cash flows used in financing activities were $911.17 million for the year ended December 31, ~~2024~~2025 as compared to ~~cash flows provided by financing activities of~~ $169.51 million for the year ended December 31, ~~2023. For the year ended December 31,~~ 2024~~, the Company paid approximately $5~~.2 million in taxes related to the net share settlement of equity awards, $3.0 million for payments on finance leases and made $3.5 million in aggregate payments to the former owners of JMLLC, CSLLC and ACME related to their respective 2023 earnout arrangements, of which $1.3 million was recognized as a cash outflow from financing activities. These cash financing outflows were partially offset by $0.4 million associated with proceeds from employee contributions to the Company’s Employee Stock Purchase Plan (“ESPP”).

~~For~~During the year ended December 31, ~~2023~~2025, asfinancing acash ~~result~~outflows ofwere ~~the~~driven ~~execution~~primarily ofby ~~the Second A&R Wintrust Credit Agreement, the Company paid off the remaining principal portion of the A&R Wintrust Term Loan of~~ $1910.07 million. ~~Prior to the termination~~ of ~~the~~tax ~~A&R Wintrust Term Loan, the Company made principal~~ payments ~~of $2.4 million, consisting of monthly installment payments of $0.6 million. In addition, the Company paid approximately $0.8 million in taxes~~ related to the net share settlement of equity awards, $24.74 million ~~for~~of payments on finance leases, and ~~made a~~ $3.0 5 million ~~payment to the former owners~~ of ~~JMLLC~~contingent ~~and~~earnout-related ~~CSLLC~~payments ~~related~~classified toas ~~the~~financing ~~2022~~activities. ~~Jake~~Revolving ~~Marshall~~credit ~~Earnout~~facility ~~Period,~~borrowings ofand ~~which~~repayments totaled $173.8 million ~~was~~each ~~recognized~~during asthe ayear, ~~cash~~resulting ~~outflow~~in ~~from~~a ~~financing~~net ~~activities.~~neutral ~~These~~ cash ~~financing~~impact. These outflows were partially offset by $106.03 million inof proceeds from ~~borrowings~~the ~~under~~issuance ~~the~~of ~~Second~~shares ~~A&R~~to ~~Wintrust~~satisfy ~~Revolving~~employee ~~Loan~~tax withholding requirements and $0.47 million associated with proceeds from employee contributions to the ~~Company’s~~ ESPP.

~~The~~For ~~following~~the ~~table~~year ~~reflects~~ended December 31, 2024, the Company’s ~~available~~paid ~~funding~~approximately ~~capacity~~$5.2 asmillion in taxes related to the net share settlement of ~~December 31~~equity awards, ~~2024:~~$3.0 million of payments on finance leases, and $1.3 million of contingent earnout-related payments classified as financing activities, partially offset by $0.4 million associated with proceeds from employee contributions to the Company’s ESPP.

(in thousands)
Cash & cash equivalents		$	44,930
Credit agreement:
Second A&R Wintrust Revolving Loan	50,000
Outstanding borrowings on the Second A&R Wintrust Revolving Loan	(10,000)
Outstanding letters of credit	(4,160)
Net credit agreement capacity available		35,840
Total available funding capacity		$	80,770

The following table reflects the Company’s available funding capacity as of December 31, 2025:


(in thousands)
Cash & cash equivalents(1)		$	11,345
Credit agreement:
Wintrust Revolving Loans(2)	100,000
Outstanding borrowings on the Wintrust Revolving Loans	(10,000)
Outstanding letters of credit	(5,055)
Net credit agreement capacity available		84,945
Total available funding capacity		$	96,290

(1) The Company considers all highly liquid investments purchased with a maturity of 90 days or less on the date of purchase to be cash equivalents. Cash equivalents as of December 31, 2025 consisted of certain overnight repurchase agreements.

(2) On June 27, 2025, LFS, LHLLC, and other designated parties entered into the Second Amendment to the Second A&R Wintrust Credit Agreement with Wintrust, as administrative agent, and the other lenders party thereto. The Second Amendment to the Second A&R Wintrust Credit Agreement provides for, among other things, an upsize of the aggregate principal amount of the senior secured revolving credit facility from $50.0 million to $100.0 million. See 7 – Debt in the accompanying notes to the Company’s consolidated financial statements for further discussion.

Debt and Related Obligations

Long-term debt consists of the following obligations as of:


(in thousands)	December 31, 2025		December 31, 2024


Wintrust Revolving Loans	$	10,000	$	10,000

Finance leases – collateralized by vehicles, payable in monthly installments of principal, plus interest ranging from 4.40% to 8.60% through 2031	20,570		11,888
Financing liability	5,351		5,351
Total debt	$	35,921	$	27,239
Less – Current portion of long-term debt	(5,031)		(3,314)
Less – Unamortized discount and debt issuance costs	(354)		(371)
Long-term debt	$	30,536	$	23,554

(in thousands)	December 31, 2024		December 31, 2023
A&R Wintrust Revolving Loans	$	10,000	$	10,000
Finance leases – collateralized by vehicles, payable in monthly installments of principal, plus interest ranging from 3.96% to 8.60% through 2031	11,888		7,347
Financing liability	5,351		5,351
Total debt	$	27,239	$	22,698
Less – Current portion of long-term debt	(3,314)		(2,680)
Less – Unamortized discount and debt issuance costs	(371)		(387)
Long-term debt	$	23,554	$	19,631

See Note 7 – Debt in the accompanying notes to the Company’s consolidated financial statements for further discussion.

Material Cash Requirements from Contractual and Other Obligations

~~As of December 31, 2024, the Company’s short-term and long-term material cash requirements for known contractual and other obligations were as follows:~~49

~~Outstanding Debt and Interest Payments:~~ As of December 31, ~~2024~~2025, the Company ~~had $10.0 million of direct borrowings outstanding under its Second A&R Wintrust Revolving Loan. The Second A&R Wintrust Revolving Loan bears interest, at LFS~~’s option, at either the Term SOFR (as defined in the Second A&R Credit Agreement) (with a 0.15% floor) plus 3.10% or the Prime Rate (as defined in the Second A&R Credit Agreement) (with a 3.0% floor), subject to a 50 basis point stepshort-~~down~~term ~~based on the ratio between the senior debt of the Company~~ and its subsidiaries to the EBITDA of LFS and its subsidiaries for the most recently ended four fiscal quarters. Interest payments on any future borrowings will be determined based on prevailing rates at that time. The Company is party to an interest rate swap arrangement to manage the risk associated with a portion of it variable-rate long-term ~~debt.~~material ~~The~~cash ~~Second~~requirements ~~A&R Wintrust Revolving Loan will mature in February 2028. See Note 7 – Debt in the accompanying notes to the Company’s consolidated financial statements~~ for ~~further~~known ~~detail~~contractual ofand ~~the~~other ~~Company’s debt~~ obligations, ~~including~~were ~~the~~as ~~Company’s revolving credit facility.~~follows:

~~Sale-Leaseback~~Outstanding ~~Financing~~Debt ~~Transaction:~~and InInterest ~~fiscal~~Payments: ~~year~~As ~~ended~~of December 31, ~~2022~~2025, the Company ~~executed~~had a$10.0 million ~~sale-leaseback~~of ~~financing~~direct ~~transaction~~borrowings ~~with~~outstanding ~~respect~~under to its ~~branch~~Wintrust ~~facility~~Revolving inLoan. ~~Pontiac,~~The ~~Michigan~~Wintrust toRevolving ~~provide~~Loan ~~additional~~bears ~~liquidity.~~interest, ~~Future~~at ~~payments~~LFS’s ~~associated~~option, ~~with~~at either the ~~sale-leaseback~~Term ~~financing~~SOFR ~~transaction~~(with ~~were~~a $0.15% floor) plus 2.~~9 million~~50% ator ~~December 31,~~the ~~2024,~~Prime Rate (with $0a 3.~~5 million~~0% ~~payable~~floor), ~~within~~subject ~~the~~to ~~next~~a 1295 ~~months.~~basis ~~See~~point ~~Note~~step-down 7based –on ~~Debt~~the inratio between the ~~accompanying~~senior ~~notes~~debt toof the Company’s ~~consolidated~~and ~~financial~~its ~~statements~~subsidiaries ~~for~~to ~~further~~the ~~detail~~EBITDA ~~surrounding~~of LFS and its subsidiaries for the most recently ended four fiscal quarters. Interest payments on any future borrowings will be determined based on prevailing rates at that time. The Company’s ~~sale~~is party to an interest rate swap arrangement to manage the risk associated with a portion of it variable-~~leaseback~~rate ~~financing~~long-term ~~transaction~~debt. The Wintrust Revolving Loan will mature on July 1, 2030.

Operating and Finance Leases: In the normal course of business, the Company leases real estate, vehicles and other equipment under various arrangements which are classified as either operating or finance leases. Future payments for such leases, excluding leases with initial terms of one year or less, were $39.2 million at December 31, 2024, with $9.1 million payable within the next 12 months. See Note 147 – ~~Leases~~Debt in the accompanying notes to the Company’s consolidated financial statements for further detail ~~surrounding~~of the Company’s ~~lease~~debt obligations, ~~and~~including the ~~timing~~Company’s ofrevolving ~~expected~~credit ~~future payments~~facility.

~~Contingent~~Sale-Leaseback ~~Consideration~~Financing ~~Liabilities~~Transaction: ~~The~~In ~~Company~~fiscal ~~has~~year ~~incurred~~ended ~~liabilities~~December ~~related~~31, ~~to contingent consideration arrangements associated with certain acquisitions~~2022, ~~payable in~~ the ~~event~~Company ~~discrete~~executed ~~performance~~a ~~objectives are achieved by the acquired businesses during designated post~~sale-~~acquisition~~leaseback ~~periods.~~financing ~~The~~transaction ~~aggregate~~with ~~amount~~respect ~~of these liabilities can change due~~ to ~~additional~~its ~~business~~branch ~~acquisitions,~~facility ~~settlement~~in ~~of outstanding liabilities~~Pontiac, ~~changes~~Michigan into ~~the~~provide ~~fair~~additional ~~value~~liquidity. ofFuture ~~amounts~~payments ~~owed~~associated ~~based~~with onthe ~~performance during such post~~sale-~~acquisition~~leaseback ~~periods,~~financing ~~and~~transaction ~~accretion~~were ~~in present value~~$15.4 million Asat of December 31, ~~2024~~2025, ~~the~~with ~~present value of expected future payments relating to these contingent consideration arrangements was~~ $130.25 million. ~~Of this amount, $7.4 million is estimated as being~~ payable ~~during~~within ~~2025, with~~ the ~~remainder~~next ~~due~~12 ~~in 2026 and 2027~~months. See Note 97 – ~~Fair~~Debt ~~Value Measurements~~ in the accompanying notes to the Company’s consolidated financial statements for ~~more~~further ~~information~~detail ~~regarding~~surrounding the Company’s ~~contingent~~sale-leaseback ~~consideration~~financing ~~liabilities~~transaction.

~~Open~~Operating ~~Purchase~~and ~~Obligations~~Finance Leases: AsIn ofthe ~~December~~normal ~~31,~~course ~~2024~~of business, the Company ~~had~~leases ~~$91~~real estate, vehicles and other equipment under various arrangements which are classified as either operating or finance leases.2 ~~million~~Future ofpayments ~~open~~for ~~purchase~~such ~~obligations~~leases, excluding leases with initial terms of ~~which~~one ~~approximately~~year or less, were $7346.0 8 million ~~are~~at ~~expected~~December 31, to2025, ~~become~~with ~~due~~$11.4 million payable within the next 12 months. ~~These~~See ~~obligations~~Note ~~represent~~14 ~~open~~– ~~purchase~~Leases ~~orders~~in tothe ~~suppliers~~accompanying ~~and~~notes ~~subcontractors related~~ to the Company’s ~~projects~~consolidated ~~and~~financial ~~services~~statements ~~contracts.~~for ~~These~~further ~~purchase~~detail ~~orders~~surrounding ~~are not reflected in~~ the ~~consolidated~~Company’s ~~balance~~lease ~~sheets~~obligations and ~~are~~the ~~not~~timing of expected ~~to impact~~ future ~~liquidity as amounts should be recovered through customer billings~~payments.

Contingent Consideration Liabilities: The Company has incurred liabilities related to contingent consideration arrangements associated with certain acquisitions, payable in the event discrete performance objectives are achieved by the acquired businesses during designated post-acquisition periods. The aggregate amount of these liabilities can change due to additional business acquisitions, settlement of outstanding liabilities, changes in the fair value of amounts owed based on performance during such post-acquisition periods, and accretion in present value. As of December 31, 2025, the present value of expected future payments relating to these contingent consideration arrangements was $10.0 million. Of this amount, approximately $7.0 million is estimated as being payable during 2026, with the remainder due in 2027. See Note 9 – Fair Value Measurements in the accompanying notes to the Company’s consolidated financial statements for more information regarding the Company’s contingent consideration liabilities.

Open Purchase Obligations: As of December 31, 2025, the Company had $69.1 million of open purchase obligations, of which approximately $55.4 million are expected to become due within the next 12 months. These obligations represent open purchase orders to suppliers and subcontractors related to the Company’s projects and services contracts. These purchase orders are not reflected in the consolidated balance sheets and are not expected to impact future liquidity as amounts should be recovered through customer billings.

In addition, material cash requirements for other potential obligations, for which we cannot reasonably estimate future payments, include the following:

Legal Proceedings: The Company is continually engaged in administrative proceedings, arbitrations, and litigation with owners, general contractors, suppliers, team members, former team members and other unrelated parties, all arising in the ordinary courses of business. The ultimate resolution of these contingencies could, individually or in the aggregate, be material to the consolidated financial statements. In the opinion of the Company’s management, the results of these actions will not have a material adverse effect on the financial position, results of operations, or cash flows of the Company. See Note 13 – Commitments and Contingencies in the accompanying notes to the Company’s consolidated financial statements for more information regarding legal proceedings.

Multiemployer Pension Plans: In addition to the Company’s sponsored benefit plans, the Company participates in certain multiemployer pension and other post-retirement plans. The cost of these plans is equal to the annual required contributions determined in accordance with the provisions of negotiated collective bargaining agreements. During ~~2024~~2025 and ~~2023~~2024, contributions made to these plans were $1014.3 million and $1110.63 million, respectively; however, the Company’s future contributions to the multiemployer plans are dependent upon a number of factors. Amounts of future contributions that the Company would be contractually obligated to make pursuant to these plans cannot be reasonably estimated. See Note 16 – Multiemployer Pension Plans in the accompanying notes to the Company’s consolidated financial statements for more information regarding these multiemployer pension plans.

Surety Bonding

In connection with its business, the Company is occasionally required to provide various types of surety bonds that provide an additional measure of security to its customers for its performance under certain government and private sector contracts. The Company’s ability to obtain surety bonds depends upon its capitalization, working capital, past performance, management expertise and external factors, including the capacity of the overall surety market. Surety companies consider such factors in light of the amount of the Company’s backlog that it has currently bonded and their current underwriting standards, which may change from time-to-time. The bonds the Company provides, if any, typically reflect the contract value. As of December 31, ~~2024~~2025 and ~~2023~~2024, the Company has approximately $~~109~~156.36 million and $90109.93 million, respectively, in surety bonds outstanding. The Company believes that its $~~800~~1 ~~million~~billion bonding capacity provides it with a significant competitive advantage relative to many of its competitors which have limited bonding capacity. See Note 13 – Commitments and Contingencies in the accompanying notes to the Company’s consolidated financial statements for further discussion.

Insurance and Self-Insurance

The Company purchases workers’ compensation and general liability insurance under policies with per-incident deductibles of $250,000 per occurrence. Losses incurred over primary policy limits are covered by umbrella and excess policies up to specified limits with multiple excess insurers. The Company accrues for the unfunded portion of costs for both reported claims and incurred but not reported claims. The liability for unfunded reported claims and future claims is reflected on the consolidated balance sheets as current and non-current liabilities. The liability is computed by determining a reserve for each reported claim on a case-by-case basis based on the nature of the claim and historical loss experience for similar claims plus an allowance for the cost of incurred but not reported claims. The current portion of the liability is included in accrued expenses and other current liabilities on the consolidated balance sheets. The non-current portion of the liability is included in other long-term liabilities on the consolidated balance sheets.

The Company is self-insured related to medical and dental claims under policies with annual per-claimant and annual aggregate stop-loss limits. The Company accrues for the unfunded portion of costs for both reported claims and incurred but not reported claims. The liability for unfunded reported claims and future claims is reflected on the consolidated balance sheets as a current liability in accrued expenses and other current liabilities. See Note 13 – Commitments and Contingencies in the accompanying notes to the Company’s consolidated financial statements for further discussion.

Multiemployer Plans

The Company participates in approximately 5070 MEPPs that provide retirement benefits to certain union team members in accordance with various collective bargaining agreements (“CBAs”). As one of many participating employers in these MEPPs, the Company is responsible with the other participating employers for any plan underfunding. The Company’s contributions to a particular MEPP are established by the applicable CBAs; however, required contributions may increase based on the funded status of an MEPP and legal requirements of the Pension Protection Act of 2006 (the “PPA”), which requires substantially underfunded MEPPs to implement a funding improvement plan (“FIP”) or a rehabilitation plan (“RP”) to improve its funded status. Factors that could impact funded status of an MEPP include, without limitation, investment performance, changes in the participant demographics, decline in the number of contributing employers, changes in actuarial assumptions and the utilization of extended amortization provisions. Assets contributed to the MEPPs by the Company may be used to provide benefits to team members of other participating employers. If a participating employer stops contributing to an MEPP, the unfunded obligations of the MEPP may be borne by the remaining participating employers.

An FIP or RP requires a particular MEPP to adopt measures to correct its underfunding status. These measures may include, but are not limited to an increase in a company’s contribution rate as a signatory to the applicable CBA, or changes to the benefits paid to retirees. In addition, the PPA requires that a 5.0% surcharge be levied on employer contributions for the first year commencing shortly after the date the employer receives notice that the MEPP is in critical status and a 10.0% surcharge on each succeeding year until a CBA is in place with terms and conditions consistent with the RP.

The Company could also be obligated to make payments to MEPPs if it either ceases to have an obligation to contribute to the MEPP or significantly reduces its contributions to the MEPP because it reduces the number of team members who are covered by the relevant MEPP for various reasons, including, but not limited to, layoffs or closure of a subsidiary assuming the MEPP has unfunded vested benefits. The amount of such payments (known as a complete or partial withdrawal liability) would equal the Company’s proportionate share of the MEPPs’ unfunded vested benefits. The Company believes that certain of the MEPPs in which it participates may have unfunded vested benefits. Due to uncertainty regarding future factors that could trigger withdrawal liability, the Company is unable to determine (a) the amount and timing of any future withdrawal liability, if any, and (b) whether its participation in these MEPPs could have a material adverse impact on its financial condition, results of operations or liquidity. See Note 16 – Multiemployer Pension Plans in the accompanying notes to the Company’s consolidated financial statements for further discussion.

Recent Accounting Pronouncements

The Company reviews new accounting standards to determine the expected financial impact, if any, that the adoption of such standards will have on its financial position and/or results of operations. See Note 2 – Significant Accounting Policies in the accompanying notes to the Company’s consolidated financial statements for further information regarding new accounting standards, including the anticipated dates of adoption and the effects on its consolidated financial position, results of operations, or liquidity.

Critical Accounting Policies and Estimates

The Company’s ~~critical~~consolidated ~~accounting~~financial ~~policies~~statements are ~~based~~prepared ~~upon~~in ~~the~~accordance ~~significance~~with ofU.S. ~~the~~GAAP. ~~accounting~~The ~~policy~~preparation toof ~~its~~these ~~overall~~ financial ~~statement~~statements ~~presentation,~~requires asmanagement ~~well~~to asmake ~~the~~estimates, ~~complexity~~judgments ofand ~~the~~assumptions ~~accounting~~that ~~policy~~affect ~~and~~the ~~its~~reported ~~use~~amounts of ~~estimates~~assets and ~~subjective assessments. The Company’s most critical accounting policy is revenue recognition. As discussed elsewhere in this Annual Report on Form 10-K~~liabilities, the ~~Company’s~~disclosure ~~business~~of ~~has~~contingent ~~two~~assets ~~operating~~and ~~segments:~~liabilities ~~(i)~~at ~~ODR,~~the ~~for~~date ~~which~~of ~~it accounts for using~~ the ~~cost-to-cost~~financial ~~method~~statements, and ~~for~~the ~~certain~~reported ~~projects~~amounts ~~when~~of revenue ~~is recognized as services are provided~~ and ~~(ii)~~expenses ~~GCR,~~during ~~for which it accounts for using~~ the ~~cost-to-cost~~reporting ~~method~~period. InManagement ~~addition,~~believes the ~~Company~~estimates ~~believes~~and ~~that~~judgments ~~some~~described ofbelow ~~the~~are ~~more~~ critical ~~judgment~~because ~~areas~~they ininvolve ~~the~~a ~~application~~high degree of ~~accounting~~subjectivity ~~policies~~and ~~that~~complexity ~~affect its financial condition~~ and, ~~results~~in ofcertain ~~operations~~cases, ~~are~~because ~~the impact of~~ changes in ~~the~~these estimates and judgments ~~pertaining~~could ~~to:~~have (a) ~~collectability~~material orimpact ~~valuation~~on ofthe ~~accounts~~Company’s ~~receivable;~~results ~~(b)~~of ~~the~~operations, ~~recording~~financial ofcondition ~~its~~and ~~self-insurance~~cash ~~liabilities;~~flows. ~~(c)~~During ~~valuation~~the ofyear, ~~deferred~~management ~~tax~~also ~~assets;~~evaluated ~~and~~the ~~(d)~~presentation ~~recoverability~~ of ~~goodwill~~certain ~~and~~balance ~~identifiable~~sheet ~~intangible~~items ~~assets.~~in ~~These~~light ~~accounting~~of ~~policies,~~clarified asaccounting ~~well as others~~guidance, ~~are~~including ~~described~~the inclassification ~~Note~~of 2contract –retainage ~~Significant~~within ~~Accounting~~contract ~~Policies~~balances. inActual ~~the~~results ~~accompanying~~could ~~notes~~differ tofrom ~~the~~these ~~Company’s consolidated financial statements~~estimates.

The Company’s most critical accounting estimate relates to revenue recognition derived from construction-type contracts, which requires significant judgment in estimating total costs to complete performance obligations, assessing variable consideration (including change orders and claims), and evaluating the timing and amount of revenue recognized over time. In addition, management believes the more significant judgment areas in the application of accounting policies that affect the Company’s financial condition and results of operations include estimates related to: (a) collectability and the allowance for credit losses on accounts receivable; (b) the recording of self-insurance liabilities; (c) the realization of deferred tax assets and related valuation allowances; and (d) the recoverability of goodwill and identifiable intangible assets. These accounting policies, as well as others, are described in Note 2 – Significant Accounting Policies in the accompanying notes to the Company’s consolidated financial statements.

Revenue and Cost Recognition

The Company ~~believes~~recognizes ~~its~~revenue ~~most~~in ~~significant~~accordance ~~accounting~~with ~~policy~~ASC is606, ~~revenue~~Revenue ~~recognition~~ from ~~construction~~Contracts ~~contracts~~with ~~for~~Customers. ~~which~~The itCompany ~~uses~~operates ~~the~~in ~~cost~~two segments, (i) ODR and (ii) GCR. The Company's work is primarily performed under fixed-toprice, modified fixed-~~cost~~price, ~~method~~and time and materials contracts over periods of ~~accounting~~typically less than two years. ~~Under~~The ~~the~~Company’s ~~cost~~construction-totype contract revenue is primarily derived from fixed-~~cost~~price ~~method~~and modified fixed-price contracts. For the majority of these contracts, ~~contract~~the ~~revenue~~Company’s ~~recognizable~~performance atobligations ~~any~~are satisfied over time ~~during~~because the ~~life~~customer ofcontrols athe ~~contract~~asset as it is ~~determined~~created byor ~~multiplying~~enhanced ~~expected~~or ~~total~~because ~~contract~~the ~~revenue~~Company’s byperformance does not create an asset with an alternative use and the ~~percentage~~Company ofhas ~~contract~~an ~~costs~~enforceable ~~incurred~~right to ~~total~~payment ~~estimated~~for ~~contract~~performance ~~costs~~completed to date. ~~Revenue~~For ~~from~~contracts ~~fixed~~satisfied ~~price~~over ~~and~~time, ~~modified~~the ~~fixed~~Company ~~price~~recognizes ~~contracts~~revenue ~~are~~using ~~recognized~~an input method based on costs incurred relative to total estimated costs at completion (the cost-to-cost method), ~~measured~~which bymanagement believes depicts the ~~relationship~~transfer of ~~total~~control ~~cost~~of ~~incurred~~services to ~~total~~the ~~estimated contract costs~~customer.

Under the cost-to-cost method, contract revenue recognizable at any time during the life of a contract is determined by multiplying the total expected contract revenue by the percentage of contract costs incurred to total estimated contract costs. Contract costs include direct labor, material, and subcontractor costs, and ~~those~~ indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, depreciation, and insurance. These contract costs are included in the Company’s results of operations under the caption “Cost of Revenue.” ~~Then,~~As as the Company performs under ~~those~~these contracts, it measures costs incurred, compares them to total estimated costs to complete the contract, and recognizes a corresponding proportion of contract revenue. ~~Labor~~This ~~costs~~process ~~are~~requires ~~considered~~management to becontinuously ~~incurred~~update asestimates ~~the work is performed. Subcontractor labor is recognized as the work is performed but is generally subjected to approval as to milestones or other evidence~~ of ~~completion.~~total ~~Non-labor project~~ costs ~~consist~~to ofcomplete ~~purchased~~a ~~equipment,~~contract ~~prefabricated materials~~ and, ~~other~~accordingly, ~~materials.~~requires ~~Purchased~~judgment ~~equipment on the Company’s projects is substantially produced to job specifications~~ and issubjective ~~a value-added element to its work. The costs are considered to be incurred when title is transferred to the Company~~assessments, ~~which~~including ~~typically~~evaluations isof ~~upon delivery to the worksite. Prefabricated materials~~productivity, ~~such as ductwork and piping~~scheduling, ~~are~~availability ~~generally performed at the Company’s shops~~ and ~~recognized~~performance ~~as contract costs when fabricated for the unique specifications~~ of ~~the~~subcontractors, ~~job. Other~~ materials ~~costs~~pricing ~~are not significant~~ and ~~are~~availability, ~~generally~~contract ~~recorded~~scope ~~when delivered to the worksite. This measurement~~ and ~~comparison~~execution ~~process requires updates to the estimate of total costs to complete the contract, and these updates may include subjective assessments~~risks.

55The Company generally does not incur significant incremental costs to obtain contracts. Accordingly, such costs are expensed as incurred. Selling, general, and administrative costs are charged to expense as incurred. Bidding and proposal costs are also recognized as expenses in the period in which such amounts are incurred.

The Company generally does not incur significant costs prior to receiving a contract, and therefore, these costs are expensed as incurred. Upon receiving the contract, these costs are included in contract costs. Selling, general, and administrative costs are charged to expense as incurred. Bidding and proposal costs are also recognized as expenses in the period in which such amounts are incurred. Total estimated contract costs are based ~~upon~~on management’s current estimate of total costs at completion. As changes in estimates of contract costs at completion and/or estimated total losses on projects are identified, ~~appropriate~~ earnings adjustments are recorded ~~during~~in the period ~~that~~in which the change or loss is identified. Contract revenue ~~for construction contracts~~ is based ~~upon~~on management’s estimate of contract prices at completion, including ~~revenue~~approved ~~for~~change ~~additional~~orders ~~work~~and onother ~~which~~forms ~~contract~~of ~~pricing~~variable ~~has~~consideration, ~~not~~as ~~been finalized (claims)~~applicable. Changes in job performance, job conditions and estimated profitability, including those arising from contract penalty provisions and final contract settlements, may result in revisions to estimated costs and income, and are recognized in the period in which the revisions are determined. Provisions for estimated losses on uncompleted contracts are recognized in the period in which such losses are determined.

With respect to the Company’s service contracts, there are two basic types of service contracts: fixed price service contracts, which are signed in advance for maintenance, repair and retrofit work over a period, typically of one year, and service contracts, which are not signed in advance for similar maintenance, repair and retrofit work on an as-needed basis. Fixed price service contracts are generally performed evenly over the contract period, and accordingly, revenue is recognized on a pro rata basis over the life of the contract. Revenue derived from other service contracts is recognized when the services are performed. Expenses related to all service contracts are recognized as services are provided.52

~~Project~~contract ~~contracts~~settlements, ~~typically~~may ~~provide~~result ~~for~~in arevisions ~~schedule of billings or invoices~~ to ~~the~~estimated ~~customer based on reaching agreed upon milestones or as the Company incurs~~ costs. ~~The~~and ~~schedules~~revenue ~~for~~and ~~such billings usually do not precisely match the schedule on which costs~~ are ~~incurred. As a result, contract revenue~~ recognized in the ~~statement~~period ofin ~~operations~~which ~~can and usually does differ from amounts that can be billed or invoiced to~~ the ~~customer~~revisions atare ~~any point during the contract~~determined. ~~Amounts~~Provisions byfor ~~which~~estimated ~~cumulative~~losses ~~contract revenue recognized~~ on auncompleted ~~contract~~contracts ~~as of a given date exceed cumulative billings to the customer under the contract~~ are ~~reflected~~recognized ~~as a current asset~~ in the ~~Company’s~~period ~~balance~~in ~~sheet under the caption “contract assets.” Amounts by~~ which ~~cumulative~~such ~~billings~~losses toare ~~the~~determined, ~~customer~~regardless ~~under a contract as~~ of ~~a given date exceed cumulative contract revenue recognized on~~ the ~~contract~~percentage ~~are~~of ~~reflected~~completion asof ~~a current liability in~~ the ~~Company’s balance sheet under the caption “~~contract ~~liabilities~~.”

~~The~~With ~~cost-~~respect to~~-cost~~ ~~method~~service ofcontracts, ~~accounting~~the isCompany’s ~~also~~service ~~affected~~arrangements bygenerally ~~changes~~include in(i) ~~job~~fixed-price ~~performance~~service contracts, ~~job~~typically ~~conditions~~for maintenance, repair and ~~final~~retrofit ~~contract~~work ~~settlements.~~over ~~These~~a ~~factors~~period, ~~may~~commonly ~~result~~one inyear, ~~revisions~~and to(ii) ~~estimated~~time ~~costs~~ and, ~~therefore,~~materials ~~revenue.~~or ~~Such~~similar ~~revisions~~service ~~are~~work ~~frequently~~performed ~~based~~ on ~~further~~an ~~estimates~~as-needed ~~and subjective assessments~~basis. ~~The~~Revenue ~~effects~~from offixed-price ~~these~~service ~~revisions~~contracts ~~are~~is generally recognized inover ~~the~~time ~~period~~on ina ~~which~~systematic ~~revisions~~basis ~~are~~that ~~determined.~~depicts ~~When~~performance ~~such~~over ~~revisions~~the ~~lead~~contract toterm, awhich ~~conclusion~~is ~~that~~typically on a ~~loss~~straight-line ~~will~~basis bewhen ~~recognized~~services onare aprovided ~~contract,~~evenly over the ~~full~~contract ~~amount~~period. ofRevenue ~~the~~derived ~~estimated~~from ~~ultimate~~other ~~loss~~service work is recognized inwhen the ~~period~~services ~~such~~are ~~conclusion~~performed. isExpenses ~~reached,~~related ~~regardless~~to ofservice ~~the~~contracts ~~percent~~are ~~complete~~recognized ofas ~~the~~services ~~contract~~are provided.

~~Revisions~~Project tocontracts ~~project~~typically ~~costs~~provide ~~and~~for ~~conditions~~a ~~can~~schedule ~~give~~of ~~rise~~billings or invoices to ~~change~~the ~~orders~~customer ~~under~~based ~~which~~on ~~the~~reaching ~~customer~~agreed-upon ~~agrees~~milestones toor ~~pay~~as ~~additional~~the ~~contract~~Company ~~price~~incurs costs. ~~Revisions~~These ~~can~~billing ~~also~~schedules ~~result~~usually indo ~~claims~~not precisely match the ~~Company~~schedule ~~might~~on ~~make~~which ~~against~~costs ~~the~~are ~~customer~~incurred. toAs ~~recover~~a ~~project~~result, ~~variances~~revenue ~~that~~recognized ~~have~~can ~~not~~differ ~~been~~from ~~satisfactorily~~amounts ~~addressed~~that ~~through~~can ~~change~~be ~~orders~~billed ~~with~~or invoiced to the customer at any point during the contract. ~~Claims~~Amounts ~~and~~by ~~unapproved~~which ~~change~~cumulative ~~orders~~contract revenue recognized exceeds cumulative billings are ~~recorded~~reflected atas ~~estimated~~“contract ~~net~~assets” ~~realizable~~in ~~value~~the ~~when~~Company’s ~~realization~~balance issheet. ~~probable~~Contract ~~and~~assets ~~can~~include becosts ~~reasonably~~and estimated. Noearnings ~~profit~~in isexcess ~~recognized~~of billings on ~~the~~uncompleted ~~construction~~contracts ~~costs~~and ~~incurred~~amounts inrelated ~~connection~~to ~~with~~retainage ~~claim~~that ~~amounts~~represent a conditional right to consideration subject to contractual release provisions. ~~See~~Amounts ~~Note~~by 4which –cumulative ~~Revenue~~billings ~~from~~exceed ~~Contracts~~cumulative ~~with~~contract ~~Customers~~revenue recognized are reflected as “contract liabilities” in the ~~accompanying~~Company’s ~~notes~~balance sheet. Contract assets are subject to collection risk and may be impacted by project performance, customer approvals, dispute resolution and other factors affecting the Company’s right to payment. Further information regarding costs and estimated earnings in excess of billings on uncompleted contracts is included in the notes to the consolidated financial statements. ~~for~~The ~~information~~presentation of contract assets and contract liabilities, including amounts related to ~~unresolved~~retainage, ~~change~~requires ~~orders~~judgment in evaluating the Company’s rights and ~~claims~~obligations under individual contract terms and may be affected by changes in interpretive guidance.

~~Variations~~Contract ~~from~~modifications, ~~estimated~~including ~~project~~change ~~costs~~orders, ~~could~~may ~~have~~provide for additional consideration and may affect contract scope and/or contract price. The Company includes variable consideration in the transaction price only to the extent that it is probable that a significant ~~impact~~reversal onof cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Variable consideration may include claims and unapproved change orders, which are generally recorded when the Company has a basis to conclude that the amount is estimable and realization is probable under the Company’s ~~operating~~contractual ~~results~~rights and relevant facts and circumstances. The Company’s estimate of variable consideration is subject to the constraint described above and requires judgment, ~~depending~~including onassessments ~~project~~of ~~size~~customer acceptance, historical experience with similar matters, correspondence and other documentation supporting entitlement, and the ~~recoverability~~expected outcome of negotiations or dispute resolution. See Note 4 – Revenue from Contracts with Customers in the ~~variation~~accompanying ~~via~~notes ~~additional~~to ~~customer~~the ~~payments~~Company’s consolidated financial statements for information related to unresolved change orders and claims.

Variations from estimated project costs, as well as changes in estimated variable consideration, can have a significant impact on the Company’s operating results, depending on project size and the timing and amount of any related adjustments.

In accordance with industry practice, the Company classifies as current all assets and liabilities relating to the performance of long-term contracts. The term of the Company’s contracts generally ranges from three months to two years and, accordingly, collection or payment of amounts relating to these contracts may extend beyond one year.

Accounts Receivable and Allowance for Credit Losses

~~On January 1, 2023, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments.~~ The Company ~~develops~~records ~~its~~an allowance for credit losses, ~~which~~representing ~~represents~~ an estimate of expected credit losses over the remaining contractual life of its receivables~~, using an aging method~~. ~~Under~~The ~~the aging method, the~~ Company ~~assigns~~develops its ~~accounts~~allowance ~~receivable~~using toan aaging ~~level~~methodology ~~of delinquency~~ and ~~apply~~evaluates ~~loss~~expected ~~rates~~losses tobased ~~each~~on ~~class. The determination of its loss rates require it to make certain judgements and estimates involving, among others, the creditworthiness of its customers,~~ historical loss ~~experiences~~experience ~~with~~adjusted ~~customers,~~for the aging of past due balances, the consideration of a customer’s financial condition, ongoing relationships with its customers, its lien rights, if any, in the property where it performed the work, the availability, if any, of payment bonds applicable to the contract, current ~~market economic~~ conditions and, ~~a forecast of future economic conditions~~ when appropriate., ~~These~~reasonable ~~estimates are evaluated~~ and ~~adjusted~~supportable ~~as needed when additional information is received~~forecasts.

56The determination of the allowance requires judgment and estimates involving, among others, the creditworthiness of customers, historical collection experience, the aging of past due balances, the consideration of a customer’s financial condition, ongoing relationships with customers, lien rights (if any), the availability of payment bonds or other security, and broader market and economic conditions. The Company evaluates and updates these estimates as additional information becomes available. Accounts receivable exclude amounts related to contract retainage, which are presented within contract assets or contract liabilities, as applicable.

Self-Insurance Liabilities

The Company is substantially self-insured for workers’ compensation, employer’s liability, auto liability, general liability and employee group health claims in view of the relatively high per-incident deductibles it absorbs under its insurance arrangements for these risks. Losses are estimated and accrued based upon known facts, historical trends and industry averages. Estimated losses in excess of the Company’s deductible, which have not already been paid, are included in the Company’s accrual with a corresponding receivable from its insurance carrier.

for these risks. Losses are estimated and accrued based upon known facts, historical trends and industry averages. Estimated losses in excess of the Company’s deductible, which have not already been paid, are included in the Company’s accrued liabilities with a corresponding receivable from its insurance carrier, as applicable.

In addition, the Company is self-insured related to medical and dental claims under policies with annual per-claimant and annual aggregate stop-loss limits. The Company accrues for the unfunded portion of costs for both reported claims and claims incurred but not reported.

The Company believes the liabilities recognized onin ~~its~~the Company’s consolidated balance ~~sheets~~sheet for these obligations are adequate.; ~~However~~however, ~~insurance~~such liabilities are difficult to estimate due to ~~unknown~~ factors that are uncertain, including the severity ofand ~~any~~duration ~~injury~~claims, the determination of ~~its~~the Company’s liability inrelative ~~proportion~~ to other parties, ~~timely~~the ~~reporting~~timing of ~~occurrences~~claim reporting, ongoing treatment or loss mitigation, general trends in litigation ~~recovery~~ outcomes and the effectiveness of safety and risk management programs. ~~Therefore,~~If if actual experience differs from the assumptions and estimates used ~~for~~in ~~recording~~determining ~~the~~these liabilities, adjustments may be required and would be recorded in the period ~~that~~in which such experience becomes known.

Deferred Tax Assets

The Company regularly evaluates the need for valuation allowances related to deferred tax assets for which future realization is uncertain. ~~The Company performs this evaluation quarterly.~~ In assessing the realizability of deferred tax assets, itmanagement ~~must~~considers ~~consider~~ whether it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. ~~The~~Management ~~Company~~ considers all available evidence, both positive and negative, in determining whether a valuation allowance is required. Such evidence includes the scheduled reversal of deferred tax liabilities, projected future taxable income, taxable income in prior periods (including carryback ~~years~~availability, if applicable), and feasible tax planning strategies. Judgment is required in ~~making~~evaluating ~~this~~the ~~assessment,~~relative weight of positive and ~~judgment~~negative isevidence ~~required~~and in ~~considering~~developing projections of future taxable income. Changes in the ~~relative~~Company’s ~~weight~~operating results, tax law, or other relevant factors could affect the Company’s conclusions regarding the recoverability of ~~negative~~deferred tax assets and ~~positive~~the ~~evidence~~amount of any related valuation allowance.

Goodwill and Identifiable Intangible Assets

Goodwill isrepresents the excess of purchase price over the fair value of the net assets of acquired businesses. The Company assesses goodwill for impairment ~~each~~at ~~year,~~least annually and more frequently if ~~circumstances~~events ~~suggest~~or anchanges ~~impairment~~in ~~may~~circumstances ~~have~~indicate ~~occurred. When the carrying value of a given reporting unit exceeds its fair value, an impairment loss is recorded to the extent~~ that ~~the implied fair value of the~~ goodwill ~~of the reporting unit is less than its carrying value. If other reporting units have had increases in fair value, such increases~~ may ~~not~~ be ~~recorded~~impaired. ~~Accordingly, such increases may not be netted against impairments at other reporting units.~~ The ~~requirements~~Company ~~for~~performs ~~assessing~~its ~~whether~~annual ~~goodwill~~impairment ~~has~~testing ~~been~~as ~~impaired~~of ~~involve~~October ~~market-based~~1 ~~information.~~each ~~This information~~year, and ~~its~~any ~~use~~impairment incharges ~~assessing~~resulting ~~goodwill,~~from ~~entails~~this ~~some~~process ~~degree~~are ofreported ~~subjective~~in ~~assessment~~the fourth quarter.

The Company ~~performs its annual impairment testing as of October 1 every year, and any impairment charges resulting from this process are reported in the fourth quarter. The Company~~ segregates its operations into reporting units based on the degree of operating and financial independence of each unit and ~~its~~the ~~related~~manner in which management ofreviews ~~them~~operating results. The Company performs its annual goodwill impairment analysis at the reporting unit level. Each of the Company’s operating ~~units represents an operating segment, and its operating~~ segments ~~are~~is ~~its~~a reporting ~~units~~unit.

The ~~Company~~assessment ~~also~~of ~~reviews~~goodwill ~~intangible~~impairment ~~assets~~requires ~~with~~management ~~definite lives subject~~ to ~~amortization~~estimate ~~whenever~~the ~~events~~fair orvalue ~~circumstances~~of ~~indicate~~each ~~that~~reporting aunit ~~carrying~~and ~~amount~~compare ofit anto ~~asset~~its ~~may~~carrying ~~not be recoverable~~value. ~~Events~~Determining orfair ~~circumstances~~value ~~that~~involves ~~might~~the ~~require~~use ~~impairment~~of ~~testing~~valuation ~~include~~techniques ~~the~~that ~~identification~~incorporate ofassumptions ~~other~~and ~~impaired~~estimates, ~~assets~~which ~~within~~may ainclude ~~reporting~~projected ~~unit~~cash flows, ~~loss~~discount ~~of key personnel~~rates, ~~the~~long-term ~~disposition~~growth ofrates, amarket ~~significant~~multiples ~~portion~~and ofother aassumptions ~~reporting~~that ~~unit,~~are ainherently ~~significant~~subjective. ~~decline~~Changes in ~~stock~~these ~~price~~assumptions, orincluding athose ~~significant~~driven ~~adverse~~by ~~change~~changes in ~~business~~macroeconomic ~~climate~~conditions, orcustomer ~~regulations.~~demand, ~~Changes~~competitive indynamics, ~~strategy~~profitability, ~~and/~~or ~~market~~the ~~condition~~Company’s ~~may~~market ~~also~~capitalization, ~~result~~could inmaterially ~~adjustments~~affect tothe ~~recorded~~Company’s ~~intangible~~fair ~~asset~~value ~~balances~~estimates orand ~~their~~impairment ~~useful lives~~conclusions.

The Company also reviews identifiable intangible assets with definite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events or circumstances that might require impairment testing include the identification of other impaired assets within a reporting unit, loss of key personnel, the disposition of a significant portion of a reporting unit, a significant decline in stock price, or a significant adverse change in business climate or regulations. Changes in strategy and/or market conditions may also result in adjustments to recorded intangible asset balances, their useful lives, or impairment conclusions.

Off-Balance Sheet and Other Arrangements

Aside from the $45.21 million and $4.12 million in irrevocable letters of credit outstanding in connection with the Company’s self-insurance program, at December 31, ~~2024~~2025 and ~~2023~~2024, respectively, the Company did not have any relationships with any entities or financial partnerships, such as structured finance or special purpose entities established for the purpose of facilitating off-balance sheet arrangements or other purposes.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

5754

The Company is exposed to market risk through changes in interest rates, primarily limited to borrowings under ~~its~~the ~~Second A&R~~ Wintrust Revolving Loan in excess of the amounts covered by the Company’s interest rate swap arrangement. As of December 31, ~~2024~~2025, the Company had $10.0 million of direct borrowings outstanding under ~~its~~the ~~Second A&R~~ Wintrust Revolving Loan. The Company is party to an interest rate swap arrangement to manage the risk associated with a portion of its variable-rate long-term debt. The interest rate swap has a $10.0 million notional value with a fixed interest rate and will mature in July 2027. The Company has not designated this instrument as a hedge for accounting purposes. As a result, the change in fair value of the derivative instrument is recognized directly in earnings on the Company's consolidated statements of operations as a gain or loss on interest rate swap. Assuming outstanding balances were to remain the same and including the impact of the Company’s interest rate swap agreement, an increase or decrease in interest rates would not have a material impact on the Company’s consolidated statements of operations. See Note 7 – Debt in the accompanying notes to the Company’s consolidated financial statements for further detail of the Company’s revolving credit facility and interest rate swap arrangement.

In addition, the Company considers all highly liquid investments purchased with a maturity of 90 days or less on the date of purchase to be cash equivalents. Cash equivalents as of December 31, ~~2024~~2025 were $4310.02 million, which consisted of overnight repurchase agreements in which cash from the Company's main operating checking account is invested overnight in highly liquid~~, short term investments and certain investments in money market funds sponsored by a large financial institution~~. For the year ended December 31, ~~2024~~2025, the Company recognized interest income in the aggregate of approximately $20.28 million. The Company maintains a conservative investment policy and has not experienced any losses in its cash and cash equivalents. Management believes the Company is not exposed to significant risk with respect to such accounts.

5855

Item 8. Financial Statements and Supplementary Data

LIMBACH HOLDINGS, INC.

Index to Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID 173)			6158
Consolidated Balance Sheets as of December 31, 2024 and 2023			64
Consolidated Balance Sheets as of December 31, 2025 and 2024			61
Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022			65
Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023			62
Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2024, 2023 and 2022			66
Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2025, 2024 and 2023			63
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022			67
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023			64
Notes to Consolidated Financial Statements			6865

5956

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

March 102, ~~2025~~2026

To the Stockholders of Limbach Holdings, Inc.:

Financial Statements and Practices

The accompanying consolidated financial statements of Limbach Holdings, Inc. are the responsibility of and have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America. They necessarily include some amounts that are based on its best judgments and estimates. The Company’s financial information displayed in other sections of this report is consistent with these financial statements.

The Company seeks to assure the objectivity and integrity of its financial records by careful selection of its managers, by organizational arrangements that provide an appropriate division of responsibility and by communication programs aimed at assuring that its policies, procedures and methods are understood throughout the organization.

The Company has a comprehensive, formalized system of internal controls designed to provide reasonable assurance that assets are safeguarded, that financial records are reliable and that information required to be disclosed in reports filed with or submitted to the Securities and Exchange Commission is recorded, processed, summarized and reported within the required time limits. Appropriate members of management monitor the system for compliance and evaluates it for effectiveness, and the independent registered public accounting firm measures its effectiveness and recommends possible improvements thereto.

The Board of Directors exercises its oversight role in the area of financial reporting and internal control over financial reporting through its Audit Committee. This committee, composed solely of independent directors, regularly meets (jointly and separately) with the independent registered public accounting firm, management, internal audit and other executives to monitor the proper discharge by each of their responsibilities relative to internal control over financial reporting and the Company’s financial statements.

Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of the Company’s management, including the President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. On ~~September~~July 31, ~~2024~~2025, the Company acquired all of the outstanding membership interests of ~~Kent~~Pioneer ~~Island Mechanical~~Power, LLC. ~~Additionally, on December 2, 2024, the Company acquired all of the outstanding membership interests of Consolidated Mechanical, LLC.~~ As the ~~acquisitions~~acquisition occurred in ~~September~~July ~~2024 and December 2024~~2025, the scope of the Company's assessment of the design and operating effectiveness of the Company’s internal control over financial reporting for the year ended December 31, ~~2024~~2025 excluded ~~these~~this acquired ~~businesses~~business. The total assets and total revenue excluded from the Company’s assessment represented approximately 114% and 310%, respectively, of Limbach Holdings, Inc.’s consolidated total assets and total revenue as of and for the year ended December 31, ~~2024~~2025. This exclusion is in accordance with the SEC’s staff guidance that an assessment of a recently acquired business may be omitted from the scope of the Company's evaluation of the effectiveness of its internal controls in the year of acquisition. ~~These~~The acquired ~~businesses~~business will be included in management’s assessment of the effectiveness of the Company’s internal controls over financial reporting as of December 31, ~~2025~~2026.

Based on this evaluation, the Company’s management concluded that Limbach Holdings, Inc.’s internal control over financial reporting was effective as of December 31, ~~2024~~2025.

The effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2024~~2025 has been audited by Crowe LLP, an independent registered public accounting firm, as stated in their report which is included herein.

6057

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders and the Board of Directors of Limbach Holdings, Inc.

Warrendale, Pennsylvania

Opinion on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Limbach Holdings, Inc. (the "Company") as of December 31, ~~2024~~2025 and ~~2023~~2024, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, ~~2024~~2025, and the related notes (collectively referred to as the "financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, ~~2024~~2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO.

Basis for Opinion

The Company’s management is responsible for these financial statements, 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 financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("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, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements 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. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. As permitted, the Company has excluded the operations of ~~Kent~~Pioneer ~~Island Mechanical~~Power, LLC ~~and Consolidated Mechanical, LLC~~ acquired during ~~2024~~2025, which are described in Note 3 of the financial statements, from the scope of management’s report on internal control over financial reporting. As such, it has also been excluded from the scope of our audit of internal control over financial reporting. We believe that our audits provide a reasonable basis for our opinions.

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.

6158

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 the critical audit matter 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.

Evaluation of Variable Consideration and Estimated Costs at Completion for Fixed-Price Construction-Type Contracts.

As described in Notes 2 and 4 to the financial statements, the Company recognizes revenue from performance obligations on construction-type contracts over time using a cost-to-cost input method in which the extent of progress is measured as the ratio of costs incurred to date to the total estimated costs at completion. Revenue recognition under this method requires a significant level of judgment and estimates from management to determine the transaction price and the total estimated cost to complete each contract. During the year ended December 31, ~~2024~~2025, approximately $~~429~~552,~~389~~558,000 of the Company’s revenues were derived from construction-type contracts.

The transaction price includes management’s estimates of variable consideration it expects to receive from pending change orders and claims to the extent it is probable there will not be a significant reversal of revenue recorded to date. Estimating variable consideration involves significant judgments by management that consider the nature of the variable consideration, project communications such as notices to proceed and work directives from the owner or general contractor, changes in the scope of the contract, historical experience with customers, third-party actions, and management’s prior experience with similar facts and circumstances.

Estimated costs to complete for construction-type contracts include all direct labor, materials, equipment, and subcontractor costs as well as certain indirect costs. These estimated costs can vary significantly from original estimates over the course of the contract due to numerous factors including availability of high-skilled labor, material price changes, unforeseen site conditions, unanticipated weather or force majeure events, necessary rework, errors or omissions in plans and specifications, and changes in the scope and timing of contract scope and performance timing.

We considered auditing variable consideration and total estimated costs to complete on construction-type contracts to be critical audit matters, because they involved a high degree of subjectivity and significant auditor judgment, along with extensive audit procedures, in evaluating management’s estimates and judgments.

Our audit procedures related to testing the variable consideration and cost to complete included the following:

•Obtained an understanding of management’s internal controls and evaluated the design of the controls.

•Tested the operating effectiveness of controls over the reasonableness of estimates of costs to complete on contracts and estimates of variable consideration recognized on contracts.

•Obtained and reviewed the relevant terms of the related contracts and change orders for a sample of contracts.

•Sampled contracts and observed certain internal project review meetings and interviewed project personnel to gain an understanding of the status of projects and tested management’s significant judgments related to the recoverability of variable consideration and estimated costs to be incurred to complete the contract.

•Evaluated management’s historical ability to estimate total contract cost by performing a comparison of total actual estimated contract cost as compared with prior period estimates, including evaluating the timely identification of circumstances that may warrant a modification to the total estimated contract cost.

Our audit procedures related strictly to testing the variable consideration included the following:

•Evaluated the recorded variable consideration by obtaining management’s contractual justification for the recorded amounts on a sample of contracts. This includes obtaining project communications such as notices to proceed and work directives from the owner or general contractor for the changes in the scope of the contract to support the variable consideration.

•Sampled related underlying costs for pending change orders and claims based on their significance to the variable consideration by vouching these costs to the corresponding vendor invoice, subcontractor payment application, or timecard depending on the nature of the associated job cost.

Our audit procedures related strictly to testing the cost to complete included the following:

•Agreed actual costs incurred to underlying support on a sample basis.

6259

•Tested key components of estimated costs to complete including labor, materials, equipment, and subcontractor costs on a sample basis.

	/s/	Crowe LLP
We have served as the Company’s auditor since 2012.
Oakbrook Terrace, Illinois
March 10, 2025
March 2, 2026

6360

LIMBACH HOLDINGS, INC.

Consolidated Balance Sheets

	As of December 31,
(in thousands, except share data)	~~2024~~2025		~~2023~~2024
ASSETS
Current assets:
Cash and cash equivalents	$	4411,~~930~~345	$	5944,~~833~~930
Restricted cash	65		65
Accounts receivable (net of allowance for credit losses of $387 and $292, respectively)	119,659		97,755
Accounts receivable (net of allowance for credit losses of $396 and $387, respectively)	133,205		119,659
Contract assets	47,549		51,690
Contract assets, net	45,467		47,549
Advances to and equity in joint ventures, net	5		125
Other current assets	84,~~126~~962		78,~~645~~126
Total current assets	~~220~~195,~~334~~049		~~217~~220,~~000~~334
Property and equipment, net	3043,~~126~~309		2030,~~830~~126
Intangible assets, net	4149,~~228~~187		2441,~~999~~228
Goodwill	3370,~~034~~600		1633,~~374~~034
Operating lease right-of-use assets	2119,~~539~~792		1921,~~727~~539
Deferred tax asset	52,~~531~~917		5,~~179~~531
Other assets	~~337~~276		~~330~~337
Total assets	$	~~352~~381,~~129~~130	$	~~304~~352,~~439~~129
LIABILITIES
Current liabilities:
Current portion of long-term debt	$	35,~~314~~031	$	23,~~680~~314
Current operating lease liabilities	4,~~093~~379		34,~~627~~093
Accounts payable, including retainage	6074,~~814~~172		6560,~~268~~814
Contract liabilities	44,519		42,160
Contract liabilities, net	20,936		44,519
Accrued income taxes	1,~~470~~152		~~446~~1,470
Accrued expenses and other current liabilities	3629,~~827~~416		3036,~~967~~827
Total current liabilities	~~151~~135,~~037~~086		~~145~~151,~~148~~037
Long-term debt	2330,~~554~~536		1923,~~631~~554
Long-term operating lease liabilities	1715,~~766~~925		1617,~~037~~766
Other long-term liabilities	63,~~281~~922		26,~~708~~281
Total liabilities	~~198~~185,~~638~~469		~~183~~198,~~524~~638
Commitments and contingencies (Note 13)
Redeemable convertible preferred stock, net, par value $0.0001, $1,000,000 shares authorized, no shares issued and outstanding ($0 redemption value)	—		—
Redeemable convertible preferred stock, net, par value $0.0001, 1,000,000 shares authorized, no shares issued and outstanding ($0 redemption value)	—		—
STOCKHOLDERS’ EQUITY
Common stock, $0.0001 par value; 100,000,000 shares authorized, issued 11,452,753 and 11,183,076, respectively; 11,273,101 and 11,003,424 outstanding, respectively	1		1
Common stock, $0.0001 par value; 100,000,000 shares authorized, issued 11,806,466 and 11,452,753, respectively; 11,626,814 and 11,273,101 outstanding, respectively	1		1
Additional paid-in capital	9497,~~229~~335		9294,~~528~~229
Treasury stock, at cost (179,652 shares at both period ends)	(2,000)		(2,000)
Retained earnings	61100,~~261~~325		3061,~~386~~261
Total stockholders’ equity	~~153~~195,~~491~~661		~~120~~153,~~915~~491
Total liabilities and stockholders’ equity	$	~~352~~381,~~129~~130	$	~~304~~352,~~439~~129

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

6461

LIMBACH HOLDINGS, INC.

Consolidated Statements of Operations

(in thousands, except share and per share data)	For the Years Ended December 31,
	2024		2023		2022
	2025		2024		2023
Revenue	$	~~518~~646,~~781~~804	$	~~516~~518,~~350~~781	$	~~496~~516,~~782~~350
Cost of revenue	~~374~~477,~~500~~490		~~397~~374,~~060~~500		~~403~~397,~~041~~060
Gross profit	~~144~~169,~~281~~314		~~119~~144,~~290~~281		93119,~~741~~290
Operating expenses:
Selling, general and administrative	97109,~~199~~518		8797,~~397~~199		7787,~~879~~397
Change in fair value of contingent consideration	3,770		729		2,285
Acquisition-related retention expense and contingent consideration	1,985		3,770		729
Amortization of intangibles	48,~~688~~357		14,~~880~~688		1,~~567~~880
Total operating expenses	~~105~~119,~~657~~860		90105,~~006~~657		8190,~~731~~006
Operating income	3849,~~624~~454		2938,~~284~~624		1229,~~010~~284
Other income (expenses):
Other (expenses) income:
Interest expense	(13,~~869~~133)		(21,~~046~~869)		(2,~~144~~046)
Interest income	~~2,227~~815		12,~~217~~227		—1,217
Loss on early termination of operating lease	—		—		(849)
Loss on early debt extinguishment	—		—		(311)
Loss on early debt extinguishment	—		(311)		—
(Loss) gain on change in fair value of interest rate swap	(191)		34		(124)
Gain (loss) on change in fair value of interest rate swap	34		(124)		310
Gain on disposition of property and equipment	1,684		950		80
Gain on disposition of property and equipment	950		80		281
Total other (expenses) income	(825)		1,342		(1,184)
Total other income (expenses)	1,342		(1,184)		(2,402)
Income before income taxes	48,629		39,966		28,100
Income before income taxes	39,966		28,100		9,608
Income tax provision	9,565		9,091		7,346
Income tax provision	9,091		7,346		2,809
Net income	$	39,064	$	30,875	$	20,754
Net income	$	30,875	$	20,754	$	6,799
Earnings Per Share (“EPS”)
Net income per share:
Basic	$	23.7537	$	12.9375	$	01.6593
Diluted	$	23.5723	$	12.7657	$	01.6476
Weighted average number of shares outstanding:
Basic	11,~~243~~575,~~714~~083		1011,~~773~~243,~~467~~714		10,~~425~~773,~~119~~467
Diluted	12,~~027~~079,~~398~~583		1112,~~812~~027,~~098~~398		1011,~~676~~812,~~534~~098

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

6562

LIMBACH HOLDINGS, INC.

Consolidated Statements of Stockholders’ Equity

(in thousands, except share amounts)	Number of Shares				Additionalpaid-incapital		Treasury stock, at cost		Retained earnings		Stockholders’equity
	Common stock	Treasury stock	Common stock
Balance at January 1, 2022	10,304,242	—	$	1	$	85,004	$	—	$	2,833	$	87,838
Balance at January 1, 2023	10,471,410	(179,652)	$	1	$	87,809	$	(2,000)	$	9,632	$	95,442
Shares issued related to vested restricted stock units	129,678	—	—		—				—		—
Non-cash stock-based compensation	—	—	—		4,910		—		—		4,910
Tax withholding related to vested restricted stock units	—	—	—		(148)				—		(148)
Stock-based compensation	—	—	—		2,742				—		2,742
Shares issued related to employee stock purchase plan	37,490	—	—		211				—		211
Repurchase of common stock under Share Repurchase Program	—	(179,652)	—		—		(2,000)		—		(2,000)
Net income	—	—	—		—				6,799		6,799
Balance at December 31, 2022	10,471,410	(179,652)	$	1	$	87,809	$	(2,000)	$	9,632	$	95,442
Shares issued related to vested Restricted stock units	251,699	—	—		—		—		—		—
Tax withholding related to vested restricted stock units	—	—	—		(428)		—		—		(428)
Stock-based compensation	—	—	—		4,910		—		—		4,910
Shares issued related to employee stock purchase plan	17,661	—	—		237		—		—		237
Shares issued related to the exercise of warrants	442,306	—	—		—		—		—		—
Net income	—	—	—		—		—		20,754		20,754
Balance at December 31, 2023	11,183,076	(179,652)	$	1	$	92,528	$	(2,000)	$	30,386	$	120,915
Stock-based compensation	—	—	—		5,773		—		—		5,773
Non-cash stock-based compensation	—	—	—		5,773		—		—		5,773
Shares issued related to vested restricted stock units	263,587	—	—		—		—		—		—
Tax withholding related to vested restricted stock units	—	—	—		(4,338)		—		—		(4,338)
Shares issued related to employee stock purchase plan	6,090	—	—		266		—		—		266
Net income	—	—	—		—		—		30,875		30,875
Balance at December 31, 2024	11,452,753	(179,652)	$	1	$	94,229	$	(2,000)	$	61,261	$	153,491
Non-cash stock-based compensation	—	—	—		7,016		—		—		7,016
Shares issued related to vested restricted stock units	349,217	—	—		—		—		—		—
Tax withholding related to vested restricted stock units	—	—	—		(4,338)		—		—		(4,338)
Shares issued related to employee stock purchase plan	4,496	—	—		428		—		—		428
Net income	—	—	—				—		39,064		39,064
Balance at December 31, 2025	11,806,466	(179,652)	$	1	$	97,335	$	(2,000)	$	100,325	$	195,661

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

6663

LIMBACH HOLDINGS, INC.

Consolidated Statements of Cash Flows

	Year Ended December 31,
(in thousands)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Cash flows from operating activities:
Net income	$	3039,~~875~~064	$	2030,~~754~~875	$	620,~~799~~754
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	1118,~~888~~133		811,~~244~~888		8,~~158~~244
Noncash operating lease expense	4,~~115~~077		34,~~824~~115		43,~~260~~824
Provision for credit losses / doubtful accounts	201		431		292
Provision for credit losses	404		201		431
Stock-based compensation expense	5,773		4,910		2,742
Non-cash stock-based compensation expense	7,016		5,773		4,910
Loss on early debt extinguishment	—		~~311~~—		—311
Loss on early termination of operating lease	—		—		849
Amortization of debt issuance costs	54		43		79
Amortization of debt issuance costs	43		79		138
Deferred income tax provision	2,614		(352)		(350)
Deferred income tax provision	(352)		(350)		(499)
Gain on sale of property and equipment	(1,684)		(950)		(80)
Gain on sale of property and equipment	(950)		(80)		(281)
Loss (gain) on change in fair value of interest rate swap	191		(34)		124
(Gain) loss on change in fair value of interest rate swap	(34)		124		(310)
Acquisition-related retention expense and contingent consideration	1,985		3,770		729
Loss on change in fair value of contingent consideration	3,770		729		2,285
Changes in operating assets and liabilities:
Accounts receivable	~~(11~~4,~~275)~~466		32(11,~~607~~275)		~~(35~~32,~~407)~~607
Contract assets	8,506		10,397		22,410
Contract assets and contract liabilities, net(1)	(24,779)		5,557		1,276
Other current assets	~~(499)~~3,220		(~~1,486~~499)		(1,~~128~~486)
Accounts payable, including retainage	~~(10~~5,~~298)~~288		(10,~~909~~298)		11(10,~~282~~909)
Contract liabilities	(2,949)		(9,121)		17,296
Income tax receivable	—		—		95
Income tax receivable	—		95		19
Accrued income taxes	(318)

Filing Compare · Limbach Holdings, Inc.