ECG on NYSE

Everus Construction Group, Inc.

American operative builders company based in Bismarck, incorporated in Delaware2

In its 2026 annual report the company says: “We are a leading construction solutions provider headquartered in Bismarck, North Dakota, offering specialty contracting services to a diverse set of end markets across the United States. We operate throughout most of the United States through two reportable, operating segments: Electrical & Mechanical and Transmission & Distribution. We deliver services through our 15 wholly owned operating companies, which go to market under 19 local brands allowing us to differentiate the services we provide and geographical markets we serve.”5 Its shares trade on NYSE under the symbol ECG.2

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Last updated Oct 21, 2026.

Overview

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  • TickerECG on NYSE2
  • IndustryOperative Builders2
  • HeadquartersBismarck, United States2
  • Incorporated inDE3
  • Business address1730 Burnt Boat Drive, Bismarck, Nd 585033
  • Filer categoryLarge accelerated filer3
  • Legal formCorporation2
  • LEI2549006JMMHR0KILT4252
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressC/O THE CORPORATION TRUST COMPANY, 19801 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 30362652

On November 2, 2023, MDU Resources announced its intent to pursue a tax-free spinoff of Everus Construction (formerly known as MDU Construction Services Group, Inc.) from MDU Resources (the “Separation”). Prior to the Separation, Everus Construction was the construction services segment of MDU Resources and operated as a wholly owned subsidiary of CEHI, LLC (“Centennial”), which is a wholly owned subsidiary of MDU Resources. In anticipation of the Separation, MDU Resources formed a new wholly owned subsidiary, Everus Construction Group, Inc., that became the new parent company of Everus Construction.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

12.1%Gross margin6
7.1%Operating margin6
5.4%Net margin6
31.5%Revenue growth, 20256
32.0%Return on equity6
0.42×Debt to equity6

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Business segments

Electrical And Mechanical brought in 77% of the revenue Everus Construction Group, Inc. broke down this way in fiscal 2025.

  1. Electrical And Mechanical$2.9B677%up 44% from 2024
  2. Transmission And Distribution$848.5M623%up 1% from 2024
Business segments by year
Business segments202320242025
Electrical And Mechanical$2.1B$2.0B$2.9B
Transmission And Distribution$734.6M$837.1M$848.5M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue88¢$3.3B
  • Selling, general and admin5¢$189.3M
  • Income tax2¢$72.3M
  • Profit5¢$201.8M

Out of $3.7B in revenue.6

Where each dollar of operating cash went, fiscal 2025

  • Kept or used elsewhere100¢$156.8M

Out of $156.8M of cash from operations.6

Financial statements

Revenue76$3.7B in 2025+39% since 2022
0$1.0B$2.0B$3.0B$4.0B2022: $2.7B$2.7B20222023: $2.9B$2.9B2023+6%2024: $2.8B$2.8B2024−0%2025: $3.7B$3.7B2025+31%
Gross profit76$454.1M in 2025+64% since 2022
0$200.0M$400.0M$600.0M2022: $276.0M$276.0M20222023: $321.9M$321.9M2023+17%2024: $339.5M$339.5M2024+5%2025: $454.1M$454.1M2025+34%
Operating income76$264.8M in 2025+61% since 2022
0$100.0M$200.0M$300.0M2022: $164.6M$164.6M20222023: $190.5M$190.5M2023+16%2024: $189.9M$189.9M2024−0%2025: $264.8M$264.8M2025+39%
Net income76$201.8M in 2025+62% since 2022
0$100.0M$200.0M$300.0M2022: $124.8M$124.8M20222023: $137.2M$137.2M2023+10%2024: $143.4M$143.4M2024+5%2025: $201.8M$201.8M2025+41%

Every line of the income statement as filed: the last 3 fiscal years, latest first.6

Period ending2025-12-312024-12-312023-12-31
Operating revenues$3.7B$2.8B$2.9B
Cost of sales$3.3B$2.5B$2.5B
Gross profit$454.1M$339.5M$321.9M
Selling, general and administrative expenses$189.3M$149.5M$131.4M
Operating income$264.8M$189.9M$190.5M
Interest income$4.6M$0$0
Interest expense$21.5M$14.0M$17.0M
Other income, net$9.9M$4.9M$4.0M
Income before income taxes and income from equity method investments$257.8M$180.8M$177.6M
Income taxes expense$72.3M$49.5M$45.3M
Income from equity method investments$16.3M$12.2M$4.9M
Net income$201.8M$143.4M$137.2M
Earnings per share - basic (in dollars per share)$3.95$2.81$2.69
Earnings per share - diluted (in dollars per share)$3.95$2.81$2.69
Weighted average common shares outstanding - basic (in shares)51.0M shares51.0M shares51.0M shares
Weighted average common shares outstanding - diluted (in shares)51.1M shares51.1M shares51.0M shares

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Corporate structure

Everus Construction Group, Inc. sits at the top of its group. 23 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Everus Construction Group, Inc.

  • Everus Construction Group, Inc. Bismarck, North Dakota, United States
    • Bombard Electric, LLC Subsidiary · Nevada, United States
    • Bombard Mechanical, LLC Subsidiary · Nevada, United States
    • Capital Electric Construction Company, Inc. Subsidiary · Kansas, United States
    • Capital Electric Line Builders, LLC Subsidiary · Kansas, United States
    • Desert Fire Holdings, Inc. Subsidiary · Nevada, United States
    • Desert Fire Protection, a Nevada Limited Partnership Subsidiary · Nevada, United States
    • Desert Fire Protection, Inc. Subsidiary · Nevada, United States
    • Duro Electric Company Subsidiary · Colorado, United States
    • E.S.I., Inc. Subsidiary · Ohio, United States
    • Everus BenefitCo, Inc. Subsidiary · Delaware, United States
    • Everus Construction, Inc. Subsidiary · Delaware, United States
    • Everus Industrial Services, LLC Subsidiary · Delaware, United States
    • Everus United Construction Solutions, LLC Subsidiary · Delaware, United States
    • Frebco, LLC Subsidiary · Ohio, United States
    • International Line Builders, Inc. Subsidiary · Delaware, United States
    • Lone Mountain Excavation & Utilities, LLC Subsidiary · Nevada, United States
    • Loy Clark Pipeline Co. Subsidiary · Oregon, United States
    • OEG, Inc. Subsidiary · Oregon, United States
    • PerLectric, Inc. Subsidiary · Virginia, United States
    • Rocky Mountain Contractors, Inc. Subsidiary · Montana, United States
    • USI Industrial Services, LLC Subsidiary · Delaware, United States
    • Wagner-Smith Equipment Co. Subsidiary · Delaware, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Everus Construction Group, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$343.4M6 Dec 31, 2025$291.7M6 Dec 31, 2024+17.7%
Accumulated depreciation$174.9M6 Dec 31, 2025$157.3M6 Dec 31, 2024+11.2%
Property and equipment, net$168.5M6 Dec 31, 2025$134.4M6 Dec 31, 2024+25.4%
Operating-lease assets (leased space)$88.7M6 Dec 31, 2025$67.0M6 Dec 31, 2024+32.3%

Investments

ItemLatestA year beforeChange
Stakes in other companies (equity method)$19.5M6 Dec 31, 2025$14.3M6 Dec 31, 2024+36.4%
Long-term investments$27.1M6 Dec 31, 2025$21.3M6 Dec 31, 2024+27.2%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$143.2M6 Dec 31, 2025$143.2M6 Dec 31, 20240%
Intangible assets, net (excluding goodwill)$116.0K6 Dec 31, 2024$2.0M7 Dec 31, 2023−94.2%
Accumulated amortization$10.3M7 Dec 31, 2024$8.7M7 Dec 31, 2023+18.3%
Finite-lived intangibles, net$116.0K7 Dec 31, 2024

Inventory

ItemLatestA year beforeChange
Inventory, total$45.3M6 Dec 31, 2025$43.8M6 Dec 31, 2024+3.5%
Work in process$3.2M6 Dec 31, 2025$06 Dec 31, 2024
Finished goods$27.1M6 Dec 31, 2025$37.0M6 Dec 31, 2024−26.8%

Properties, in its own words

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

In addition to our real property, we operate a fleet of owned and leased trucks and trailers, support vehicles and specialty construction equipment, such as bucket trucks, digger derricks, line pulling and tensioning equipment, and specialty extraction equipment.

Item 2 of the 10-K filed Feb 25, 2026.5

Leadership

Who has led Everus Construction Group, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (18)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Bombard Electric, LLC Nevada4
  • Bombard Mechanical, LLC Nevada4
  • Capital Electric Construction Company, Inc. Kansas4
  • Capital Electric Line Builders, LLC Kansas4
  • Desert Fire Holdings, Inc. Nevada4
  • Desert Fire Protection, Inc. Nevada4
  • Desert Fire Protection, LLC Nevada4
  • Desert Fire Protection, a Nevada Limited Partnership Nevada4
  • Duro Electric Company Colorado4
  • E.S.I., Inc. Ohio4
  • Everus BenefitCo, Inc. Delaware4
  • Everus Construction, Inc. Delaware4
  • Everus Industrial Services, LLC Delaware4
  • Everus United Construction Solutions, LLC Delaware4
  • Frebco, LLC Ohio4
  • International Line Builders, Inc. Delaware4
  • Lone Mountain Excavation & Utilities, LLC Nevada4
  • Loy Clark Pipeline Co. Oregon4
  • OEG, Inc. Oregon4
  • PerLectric, Inc. Virginia4
  • Rocky Mountain Contractors, Inc. Montana4
  • USI Industrial Services, LLC Delaware4
  • Wagner-Smith Equipment Co. Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Sep 8, 20268-K Entered a material agreement; New debt or obligation29
  2. Sep 2, 20268-K Regulation FD disclosure30
  3. Aug 4, 20268-K Results of operations; Regulation FD disclosure31
  4. Jul 31, 20268-K Regulation FD disclosure32
  5. May 14, 20268-K Shareholder vote33
  6. May 5, 20268-K Results of operations; Regulation FD disclosure34
  7. Apr 2, 20268-K Regulation FD disclosure35
  8. Mar 18, 20268-K Change of auditor36
  9. Feb 24, 20268-K Results of operations; Regulation FD disclosure37
  10. Jan 21, 20268-K Change of auditor38
  11. Nov 4, 20258-K Results of operations; Regulation FD disclosure39
  12. Aug 12, 20258-K Results of operations; Regulation FD disclosure40
  13. Feb 24, 2025New chief executive Jeffrey S. Thiede becomes CEO10
  14. Feb 28, 2024Founded Everus Construction Group, Inc. is founded2

Calendar

Coming up

  1. Nov 3, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $1.11 a share, on Nov 4, 2025.41

When it reported results

  1. Aug 4, 2026Reported quarterly or annual results31
  2. May 5, 2026Reported quarterly or annual results34
  3. Feb 24, 2026Reported quarterly or annual results37
  4. Nov 4, 2025Reported quarterly or annual results39
  5. Aug 12, 2025Reported quarterly or annual results40
  6. May 13, 2025Reported quarterly or annual results42
  7. Feb 11, 2025Reported quarterly or annual results43
  8. Nov 6, 2024Reported quarterly or annual results44

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

144 filings to the SEC since October 2021: 2 annual reports, 6 quarterly reports, 23 major events, 72 insider forms, 11 large holders, 30 other. The latest 20:

  1. Sep 8, 20268-K EDGAR
  2. Sep 2, 20268-K EDGAR
  3. Sep 1, 20264 EDGAR
  4. Sep 1, 20264 EDGAR
  5. Aug 18, 20264 EDGAR
  6. Aug 11, 20264 EDGAR
  7. Aug 7, 2026144 EDGAR
  8. Aug 5, 202610-Q EDGAR
  9. Aug 4, 20268-K EDGAR
  10. Jul 31, 20268-K EDGAR
  11. Jul 14, 2026SCHEDULE 13G/A EDGAR
  12. Jun 24, 202611-K EDGAR
  13. Jun 1, 20264 EDGAR
  14. Jun 1, 20264 EDGAR
  15. May 28, 2026SD EDGAR
  16. May 26, 20264 EDGAR
  17. May 14, 20268-K EDGAR
  18. May 13, 20264 EDGAR
  19. May 13, 20264 EDGAR
  20. May 13, 20264 EDGAR

The 144 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

6 open-market trades by officers, directors and large owners since October 2021: 5 buys and 1 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 17, 2026SPARBY DAVID MDirectorBuy1,000$144.95$144.9KForm 4
Aug 7, 2026Sanderson Paul R.VP, CLO & Corporate SecretarySale3,300$136.69$451.1KForm 4
Dec 8, 2025Hernandez Helena MercedesDirectorBuy250$92.18$23.0KForm 4
Feb 25, 2025Marcy Maximillian JVP, CFO & TreasurerBuy1,300$39.00$50.7KForm 4
Feb 25, 2025Ryan Edward ADirectorBuy1,400$38.03$53.2KForm 4
Feb 18, 2025DELLA ROCCA MICHAELDirectorBuy1,050$47.57$49.9KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Jeffrey S. Thiede64$850.0K$4.9M51
2025Thomas D. Nosbusch$550.0K$2.3M51
2025Timothy R. Sznewajs1$281.2K$1.8M51
2025Maximillian J Marcy1$438.0K$1.7M51
2025Paul R. Sanderson$435.0K$1.5M51
2024President and CEO$620.8K$2.8M51
2024Executive VicePresident and COO$424.2K$1.3M51
2024Vice PresidentCFO and Treasurer$169.9K$610.6K51
2023President and CEO$550.0K$2.3M51
2023Executive VicePresident and COO$340.0K$886.6K51
2023Vice PresidentCLO and Corporate Secretary$233.8K$848.8K51

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.6,593,812$1.1B0.0%+502,887
Vanguard Portfolio Management LLC2,638,646$437.9M0.0%+57,081
Vanguard Capital Management LLC2,304,744$382.5M0.0%+13,819
State Street Corp1,693,806$281.1M0.0%+76,478
Invesco Ltd.1,569,546$260.5M0.0%+612,940
Geode Capital Management, LLC1,455,926$241.7M0.0%+280,236
Wasatch Advisors LP1,196,538$198.6M1.3%−1,820,711
Capital International Investors1,099,806$182.5M0.0%−14,805
Dimensional Fund Advisors LP1,048,171$173.9M0.0%−56,885
Capital World Investors1,028,743$170.7M0.0%+414,431
First Trust Advisors LP967,686$160.6M0.1%−313,230
Forest Avenue Capital Management LP826,510$137.2M5.8%+111,225
Fuller & Thaler Asset Management, Inc.808,959$134.2M0.4%+37,148
Earnest Partners LLC753,089$125.0M0.5%−208,094
Morgan Stanley746,214$123.8M0.0%+80,928
Goldman Sachs Group Inc614,240$101.9M0.0%+238,151
Charles Schwab Investment Management Inc506,719$84.1M0.0%−39,499
Jane Street Group, LLC455,361$75.6M0.0%+383,162
Nomura Asset Management International Inc.450,760$74.8M0.1%New
MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd.440,285$73.1M0.1%+34,866
Northern Trust Corp433,853$72.0M0.0%+23,532
Loomis Sayles & Co L P401,870$66.7M0.1%−28,678
D. E. Shaw & Co., Inc.397,696$66.0M0.0%−24,010
Us Bancorp \de\383,036$63.6M0.1%−9,374
Alliancebernstein L.P.527,721$62.3M0.0%−148,878

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Everus Construction Group, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGAREverus Construction Group, Inc.1
  • CIK0002015845
  • Employer ID (EIN)99-19522075
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)1531 Operative Builders1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address1730 Burnt Boat Drive, Bismarck, ND 585031
  • Phone70122164001
  • Shares outstanding51,063,836 as of Aug 3, 20269
  • Public float$2.5B as of Jun 30, 20255
  • AuditorDELOITTE & TOUCHE LLP, Minneapolis, Minnesota PCAOB ID 34; it also attests to the company’s internal control over financial reporting5
  • On EDGAR sinceMar 22, 20241
  • Filings144 in all: 4 (53), 8-K (22), 3 (19), SCHEDULE 13G (7), 10-Q (6), UPLOAD (4), CORRESP (3), DRS/A (3)1
    All 26 form types

    10-K (2), 11-K (2), ARS (2), DEF 14A (2), DEFA14A (2), DRSLTR (2), S-8 (2), SCHEDULE 13G/A (2), SD (2), 10-12B (1), 10-12B/A (1), 144 (1), 8-K/A (1), CERT (1), DRS (1), SC 13G (1), SC 13G/A (1), SEC STAFF ACTION (1)

  • Latest filingsAnnual report (10-K) Feb 25, 2026
    Quarterly report (10-Q) Aug 5, 2026
    Proxy statement (DEF 14A) Mar 27, 2026
    Latest 8-K (8-K) Sep 8, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.01 per shareECGNew York Stock Exchange

From the cover page of the 10-K filed Feb 25, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Everus Construction Group, Inc. names in Item 1A of its 10-K filed Feb 25, 2026: 55 risks under these headings, as written.5

  • Operations, Growth and Competitive Risks
  • We operate in a highly competitive industry.
  • We are exposed to risk of loss resulting from the nonpayment and/or nonperformance by our customers and counterparties.
  • We may fail to adequately recover on contract change orders or claims which could negatively affect our business.
  • Operating results may vary significantly from period to period.
  • We may be unsuccessful at generating internal growth, which could adversely affect operations.
  • Our operations may be negatively affected if we are unable to retain our current customers and obtain new customer contracts.
  • The loss of, or reduction in business from, one or more significant customers could have a material adverse effect on our business.
  • We currently generate, and expect to continue to generate, a significant portion of our revenues from fixed-price contracts. Our dependence upon fixed-price contracts could adversely affect our business, financial position, results of operations, and cash flows.
  • We currently generate, and expect to continue to generate, at least in the short-term, a significant portion of our revenues from data center and other similar high tech and advanced technology contracts. The loss of, or reduction in business from, these types of contracts could have a material adverse effect on our business.
  • Supply chain disruptions may adversely affect our operations.
  • Volatility in the prices or availability of certain materials and equipment used in our business and those of our customers, including as a result of inflation, geopolitical instability, and protectionist trade measures, could adversely affect our business, financial position, results of operations, and cash flows.
The other 44 risks
  • We may incur liabilities or suffer negative financial or reputational impacts relating to health and safety matters.
  • Our insurance has limits and exclusions that may not fully indemnify us against certain claims or losses, including claims resulting from wildfires or other natural disasters and an increase in cost, or the unavailability or cancellation of third-party insurance coverages would increase our overall risk exposure and subject us to increased liabilities that could negatively affect our business, financial condition, results of operations and cash flows.
  • A material portion of our business depends on our ability to provide surety bonds.
  • Our business may be exposed to warranty claims.
  • We may pursue acquisitions and other strategic transactions that could have a negative effect on our results of operations.
  • Our participation in joint ventures may have a negative impact on our reputation, business operations, revenues, results of operations, liquidity and cash flows.
  • Technology disruptions or cyberattacks could adversely impact our operations.
  • Artificial intelligence presents risks and challenges that can impact our business by posing security risks to our confidential information, proprietary information and personal data. Failure to appropriately manage these risks could damage our reputation, result in the loss of valuable property and information, and adversely impact our business.
  • Our business is seasonal, which could adversely affect our operations, revenues and the timing of cash flows.
  • Our operations could be adversely impacted by severe weather events as a result of climate change or otherwise.
  • Pandemics, may have a negative impact on our business operations, revenues, results of operations, liquidity and cash flows.
  • Economic, Financial and Accounting Risks
  • Economic volatility affects our operations, as well as the demand for our products and services.
  • Our business is based in part on government-funded infrastructure projects and building activities, and any associated regulatory changes or requirements in these areas could have an adverse effect on us.
  • Our financial results and projections are based upon estimates and assumptions that may cause our actual results to materially differ from such projections, which may adversely affect our future results of operations, cash flows and stock price.
  • We recognize revenue for the majority of construction projects based on estimates; therefore, variations of actual results from assumptions may reduce profitability.
  • Our backlog may not accurately represent future revenue.
  • Failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could materially and adversely affect us.
  • We are subject to capital market and interest rate risks.
  • In connection with the Separation from MDU Resources, we incurred debt obligations that could adversely affect our business, our profitability and our ability to meet obligations.
  • Our results of operations could be adversely affected as a result of goodwill and identifiable intangible asset impairments.
  • Legal and Regulatory Risks
  • We may be negatively impacted by pending and/or future litigation, claims or investigations.
  • If we fail to comply with requirements imposed by applicable law or other governmental regulations, we could become subject to lawsuits, investigations and other liabilities and restrictions on our operations that could significantly and adversely affect our business, financial condition and results of operations.
  • Changes in tax law may negatively affect our business.
  • Our operations could be negatively impacted by import tariffs and/or other government mandates.
  • Our operations are subject to environmental laws and regulations that may increase costs of operations, impact or limit business plans, or expose us to environmental liabilities.
  • Human Capital and Labor Risks
  • Our operations may be negatively affected if we are unable to obtain, develop and retain key personnel and skilled labor forces.
  • Our unionized workforce may adversely affect operations.
  • Increasing costs associated with health care plans and changes in employment laws or regulations may adversely affect our results of operations.
  • Costs related to obligations under multiemployer pension plans could have a material negative effect on our results of operations and cash flows.
  • Common Stock Risks
  • The trading market of our common stock has existed only for a limited period of time following the Separation and Distribution, and our stock price and trading volume may fluctuate significantly.
  • If securities or industry analysts do not publish research or publish misleading or unfavorable research about our business, our stock price and trading volume could decline.
  • Your percentage of ownership in us may be diluted in the future.
  • Provisions in our certificate of incorporation and bylaws and Delaware law may prevent or delay an acquisition of us, which could decrease the trading price of our common stock.
  • Our certificate of incorporation and bylaws designate the state courts of the State of Delaware, or, if no state court located in the State of Delaware has jurisdiction, the federal court for the District of Delaware, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could discourage lawsuits against us and our directors and officers.
  • We cannot guarantee the timing, declaration, amount or payment of dividends, if any, on our common stock.
  • Separation and Distribution Risks
  • We have limited history of operating as an independent, public company and our historical financial information prior to the Separation is not necessarily representative of the results that we would have achieved as a separate, publicly traded company and may not be a reliable indicator of our future results.
  • If the Distribution, together with certain related transactions, does not qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, our stockholders could be subject to significant tax liabilities and, in certain circumstances, we could be required to indemnify MDU Resources for material taxes and other related amounts pursuant to indemnification obligations under the tax matters agreement.
  • U.S. federal income tax consequences may restrict our ability to engage in certain desirable strategic or capital-raising transactions after the Separation.
  • As an independent, publicly traded company, we may not enjoy the same benefits that we did as a segment of MDU Resources.
  • We may not achieve some or all of the expected benefits of the Separation, and the Separation may materially and adversely affect our financial position, results of operations and cash flows.
  • We or MDU Resources may fail to perform under various transaction agreements that were executed as part of the Separation or we may fail to have necessary systems and services in place when certain of the transaction agreements expire.
  • Our inability to resolve favorably any disputes that arise between us and MDU Resources with respect to our past and ongoing relationships may adversely affect our operating results.
  • In connection with the Separation from MDU Resources, MDU Resources agreed to indemnify us for certain liabilities and we agreed to indemnify MDU Resources for certain liabilities. If we are required to pay MDU Resources under these indemnities, our financial results could be negatively impacted. The MDU Resources indemnity may not be sufficient to hold us harmless from the full amount of liabilities for which MDU Resources will be allocated responsibility, and MDU Resources may not be able to satisfy its indemnification obligations in the future.
  • Certain members of management and directors hold our stock and stock in MDU Resources and may face actual or potential conflicts of interest.

Legal proceedings

For a discussion of material legal proceedings, refer to Note 14 – Commitments, Contingencies and Guarantees to the Company’s consolidated financial statements included in Part II, Item 8 of this 2025 Annual Report, which is incorporated herein by reference.

The opening of Item 3, Legal Proceedings.5

Sources

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