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Subsequent Event
12 Months Ended
Dec. 31, 2025
Subsequent Event [Abstract]  
Subsequent Event

19.Subsequent Event

On February 3, 2026, the Company entered into a Securities Purchase Agreement and completed an acquisition of all of the capital stock of J.E. McAmis, Inc., a California corporation, and all of the membership interests in JEM Marine Leasing, LLC, a Washington limited liability company (collectively, the “Acquired Companies”). The Acquired Companies are engaged in the business of providing jetty and breakwater construction, dredging, environmental restoration and rehabilitation, and dam and spillway construction.

The purchase agreement provides that the Company acquired all of the issued and outstanding shares and interests in the Acquired Companies for (a) $50.0 million in cash, subject to adjustments pursuant to the purchase agreement, (b) a $12.0 million unsecured subordinated five-year promissory note, (c) 182,392 shares of the Company’s common stock, $0.01 par value per share, calculated as specified in the purchase agreement, and (d) contingent post-closing cash payments dependent upon project profit realized from specified contracts of the Acquired Companies (the “Contingent Payments”).

The Contingent Payments relate to two different sets of contracts in backlog and in the near-term opportunity pipeline of the Acquired Companies. The Company’s payment obligation with respect to one set of backlog projects (the “First Tranche Projects”) is subject to the relevant projects resulting in realized project profit of at least $10.0 million. If the First Tranche Projects result in less than $10.0 million of project profit, the Company will not owe any payment. If the project profit for the First Tranche Projects equals or exceeds $10.0 million, the Company will pay $10.0 million and 40% of each dollar of project profit in excess of $10.0 million realized from the First Tranche Projects. With respect to identified near-term pursuits (the “Second Tranche Projects”), the sellers are entitled to 40% of each dollar of project profit realized from the Second Tranche Projects. The Company does not have an obligation to make a Contingent Payment until substantial completion of all of the First Tranche Projects or Second Tranche Projects, as applicable.

The cash consideration and related expenses were funded with cash on hand and borrowings of approximately $46.9 million under the Company’s credit agreement, dated as of December 23, 2025, with the lenders party thereto and UMB Bank, N.A., as administrative agent and issuing bank. In connection with the acquisition, the Company and the Acquired

Companies entered into an amendment to the loan documents effective February 3, 2026 pursuant to which the Acquired Companies joined the credit agreement as guarantors and provided collateral in the same manner as the Company’s other subsidiary guarantors.

The promissory note bears interest at an annual rate of 6.0%, with five equal payments of principal and interest on each anniversary of the closing.

Because the acquisition occurred after the balance sheet date, it represents a nonrecognized subsequent event; accordingly, the accompanying consolidated financial statements have not been adjusted to reflect the acquisition. The Company evaluated subsequent events through March 4, 2026.